Common use of Seller Deliveries Clause in Contracts

Seller Deliveries. Seller has made available to Purchaser, all of the items specified on Exhibit B attached hereto (the “Documents”) but only to the extent such items are in Seller’s possession or control; provided, however, except as otherwise expressly set forth in Section 7.1 hereof, Seller makes no representations or warranties of any kind regarding the accuracy, thoroughness or completeness of or conclusions drawn in the information contained in such documents, if any, relating to the Property. Subject to Seller’s representations and warranties set forth in Section 7.1 hereof and in the documents delivered by Seller at Closing, Purchaser hereby waives any and all claims against Seller arising out of the accuracy, completeness, conclusions or statements expressed in materials so furnished and any and all claims arising out of any duty of Seller to acquire, seek or obtain such materials. Notwithstanding anything contained in the preceding sentence, Seller shall not deliver or make available to Purchaser Seller’s internal memoranda, attorney-client privileged materials, roof or other physical inspection reports, internal appraisals and economic evaluations of the Property, and reports regarding the Property prepared by Seller or its affiliates solely for internal use or for the information of the investors in Seller. Purchaser acknowledges that any and all of the Documents that are not otherwise known by or available to the public are proprietary and confidential in nature and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Prior to Closing, Purchaser agrees not to disclose such non-public Documents, or any of the provisions, terms or conditions thereof, to any party outside of Purchaser’s organization other than its agents, consultants, attorneys, representatives, lenders and financial partners and their agents, consultants and representatives. Purchaser shall return all of the Documents provided by Seller to Purchaser, on or before three (3) business days after the first to occur of (a) such time as Purchaser notifies Seller in writing that it shall not acquire the Property, or (b) such time as this Agreement is terminated for any reason. This Section 5.3 shall survive any termination of this Agreement without limitation, except as provided in Section 12.1 below.

Seller Deliveries. Seller has made available To the extent not previously delivered to Purchaser, Seller shall deliver to Purchaser all of the items specified on Exhibit B attached hereto (the “Documents”"DOCUMENTS"), within five (5) but only business days after the Effective Date to the extent such items are in Seller’s possession or control; provided, however, except 's possession. Except as otherwise expressly set forth in Section 7.1 hereof7.1, Seller makes no representations or warranties of any kind regarding the accuracy, thoroughness or completeness of or conclusions drawn in the information contained in such documentsthe Documents, if any, relating to the Property. Subject Seller has no obligation to Seller’s representations and warranties set forth in Section 7.1 hereof and in the documents delivered by Seller at Closing, Purchaser hereby waives any and all claims against Seller arising out of the accuracy, completeness, conclusions or statements expressed in materials so furnished and any and all claims arising out of any duty of Seller to acquire, seek or obtain such materials. Notwithstanding anything contained in the preceding sentence, Seller shall not deliver or make available to Purchaser Seller’s 's internal memoranda, attorney-client privileged materials, roof or other structural and physical inspection reports, internal appraisals and appraisals, economic evaluations of the Property, and nor any reports regarding the Property prepared by Seller or its affiliates solely for internal use or for the information of the investors in Seller. Purchaser acknowledges that any and all of the Documents that are not otherwise known by or available to the public are proprietary and confidential in nature and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Prior to Closing, Purchaser agrees not to disclose such non-public Documents, or any of the provisions, terms or conditions thereof, to any party outside of Purchaser’s 's organization other than its agents, consultants, attorneys, representatives, lenders and financial partners and their agents, consultants and representatives. Purchaser shall return all of the Documents provided by Seller to PurchaserDocuments, on or before three (3) business days after the first to occur of (a) such time as Purchaser notifies Seller in writing that it shall not acquire the Property, or (b) such time as this Agreement is terminated for any reasonreason other than Seller's default. This Section 5.3 shall survive any termination of this Agreement without limitation, except as provided in Section 12.1 belowAgreement.

Seller Deliveries. Seller has made shall deliver to Purchaser or make available to Purchaseron the that certain online data website known as “U.S. Diversified Core Portfolio” (the “Due Diligence Website”), all of the items specified on Exhibit B attached hereto (the “Documents”) but only ), and, subject to the exclusions set forth below such other documents, agreements, books and records and information as reasonably requested by Purchaser, each to the extent such items are in Seller’s, Seller’s Affiliates or its property manager’s possession or control; provided, however, except as otherwise expressly set forth in Section 7.1 hereofherein and any documents delivered by Seller at Closing (the “Closing Documents”), Seller makes no representations or warranties of any kind regarding the accuracy, thoroughness or completeness of or conclusions drawn in the information contained in such documents, if any, relating to the Property. Subject to Seller’s representations and warranties Except as set forth in Section 7.1 hereof and this Agreement or in the documents delivered by Seller at Closingany Closing Document, Purchaser hereby waives any and all claims against Seller arising out of the accuracy, completeness, conclusions or statements expressed in materials so furnished and any and all claims arising out of any duty of Seller to acquire, seek or obtain such materials. Notwithstanding anything contained in the preceding sentence, Seller shall not deliver or make available to Purchaser Seller’s internal memoranda, attorney-client privileged materials, roof or other and physical inspection reports, internal appraisals and economic evaluations of the Property, and reports regarding the Property prepared by Seller or its affiliates Affiliates solely for internal use or for the information of the investors in Seller. Purchaser acknowledges that any and all of the Documents that are not otherwise known by or available to the public are proprietary and confidential in nature and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Prior to Closing, Purchaser agrees not to disclose such non-public Documents, or any of the provisions, terms or conditions thereof, to any party outside of Purchaser’s organization other than its agents, consultants, attorneys, representatives, lenders and financial partners and their agents, consultants and representativesthe Reviewing Entities. Purchaser shall return or destroy all of the Documents provided by Seller to PurchaserDocuments, on or before three (3) business days after the first to occur of (a) such time as Purchaser notifies Seller in writing that it shall not acquire the Property, or (b) such time as this Agreement is terminated for any reason; provided, that Purchaser may retain documents and information to comply with (i) any bona fide pre-existing internal document retention program or (ii) applicable laws, rules, regulations or professional standards or as part of automatic electronic archiving and back-up procedures. This Section 5.3 shall survive any termination of this Agreement without limitation, except as provided in Section 12.1 belowlimitation for a period of one (1) year.

Seller Deliveries. Within fifteen (15) Business Days after the Effective Date, Seller has made available shall deliver to Purchaser, all Purchaser copies of the items specified on Exhibit B attached hereto (the “Documents”) but only following documents, solely to the extent that such items documents exist and are in Seller’s possession possession, custody or controlcontrol (collectively, the “Due Diligence Documents”): (a) All Phase I environmental reports relating to the Real Property; (b) The existing owner’s title insurance policy relating to the Purchased Assets obtained in connection with Seller’s acquisition of the Real Property; providedand (c) The existing survey relating to the Purchased Assets obtained in connection with Seller’s acquisition of the Real Property. Upon the Effective Date, however, except as otherwise expressly Seller shall make the Books and Records available to Purchaser and Purchaser’s Representatives. Nothing set forth in Section 7.1 hereofherein shall be construed as creating an obligation of Seller to provide internal documents, including analyses or opinions of the Purchased Assets generated by or for Seller, or correspondence between third parties unaffiliated with Seller, or information, reports, studies, tests, or documents prepared for third parties unaffiliated with Seller, or information that Seller is not authorized to provide, share or deliver because of confidentiality obligations by which Seller is bound. The delivery of the Due Diligence Documents may be made by email attachments, access to an electronic data room, hard copy, or such other means as the Parties may mutually agree. Purchaser agrees to keep all of the Due Diligence Documents confidential. In providing the Due Diligence Documents to Purchaser, Seller makes no representations representation or warranties of any kind warranty, express, written, oral, statutory, or implied, regarding the accuracy, thoroughness accuracy or completeness of or conclusions drawn the Due Diligence Documents, and all such representations and warranties are hereby expressly excluded and disclaimed, provided that Seller shall provide to Purchaser all of the Due Diligence Documents in Seller’s possession and make available to Purchaser all of the Books and Records. Purchaser understands that, although Seller will use commercially reasonable efforts to locate the Due Diligence Documents and make them available pursuant to this Agreement, Purchaser will not rely on such Due Diligence Documents as being a complete and accurate source of information contained in such documents, if any, relating with respect to the Property. Subject to Purchased Assets and will instead in all instances rely exclusively on its own inspections and Seller’s representations and warranties set forth in Section 7.1 hereof and in the documents delivered by Seller at Closing, Purchaser hereby waives any and with respect to all claims against Seller arising out of the accuracy, completeness, conclusions or statements expressed in materials so furnished and any and all claims arising out of any duty of Seller matters which it deems relevant to its decision to acquire, seek or obtain such materials. Notwithstanding anything contained in own and operate the preceding sentence, Seller shall not deliver or make available to Purchaser Seller’s internal memoranda, attorney-client privileged materials, roof or other physical inspection reports, internal appraisals and economic evaluations of the Property, and reports regarding the Property prepared by Seller or its affiliates solely for internal use or for the information of the investors in Seller. Purchaser acknowledges that any and all of the Documents that are not otherwise known by or available to the public are proprietary and confidential in nature and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Prior to Closing, Purchaser agrees not to disclose such non-public Documents, or any of the provisions, terms or conditions thereof, to any party outside of Purchaser’s organization other than its agents, consultants, attorneys, representatives, lenders and financial partners and their agents, consultants and representatives. Purchaser shall return all of the Documents provided by Seller to Purchaser, on or before three (3) business days after the first to occur of (a) such time as Purchaser notifies Seller in writing that it shall not acquire the Property, or (b) such time as this Agreement is terminated for any reason. This Section 5.3 shall survive any termination of this Agreement without limitation, except as provided in Section 12.1 belowPurchased Assets.

Seller Deliveries. Seller has made shall use its reasonable, good faith efforts to deliver to Purchaser or make available to Purchaserat the Property, at Seller’s option, all of the items specified on Exhibit B attached hereto (the “Documents”) but only to the extent such items are in Seller’s possession or control; provided, however, except as otherwise expressly set forth in Section 7.1 hereof, Seller makes no representations or warranties of any kind regarding the accuracy, thoroughness or completeness of or conclusions drawn in the information contained in such documents, if any, relating to the Property. Subject to Seller’s representations and warranties set forth in Section 7.1 hereof and in the documents delivered by Seller at Closing, Purchaser hereby waives any and all claims against Seller arising out of the accuracy, completeness, conclusions or statements expressed in materials so furnished and any and all claims arising out of any duty of Seller to acquire, seek or obtain such materials. Notwithstanding anything contained in the preceding sentence, Seller shall not deliver or make available to Purchaser Seller’s internal memoranda, attorney-client privileged materials, roof or other physical inspection reports, internal appraisals and economic evaluations of the Property, and reports regarding the Property prepared by Seller or its affiliates solely for internal use or for the information of the investors in Seller. Purchaser acknowledges that any and all of the Documents that are not otherwise known by or available to the public are proprietary and confidential in nature and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Prior to Closing, Purchaser agrees not to disclose such non-public Documents, or any of the provisions, terms or conditions thereof, to any party outside of Purchaser’s organization other than its agents, consultants, attorneys, representatives, lenders and financial partners and their agents, consultants and representativesAuthorized Representatives or as required to be disclosed by law or other regulatory or legal process. Purchaser shall return all of the Documents provided by or certify to Seller to Purchaserits destruction thereof, on or before three five (35) business days after the first to occur of (a) such time as Purchaser notifies Seller in writing that it shall not acquire the Property, or (b) such time as this Agreement is terminated for any reasonreason (other than due to Seller’s default or the Closing). This Section 5.3 shall survive any termination of this Agreement without limitation, except as provided in Section 12.1 belowfor a period of two (2) years.

Seller Deliveries. Seller has made shall use its reasonable, good faith efforts to deliver to Purchaser or make available to Purchaserat the Property, at Seller’s option, all of the items specified on Exhibit B attached hereto (the “Documents”) but only to the extent such items are in Seller’s possession or and control; provided, however, except as otherwise expressly set forth in Section 7.1 hereof, Seller makes no representations or warranties of any kind regarding the accuracy, thoroughness or completeness of or conclusions drawn in the information contained in such documents, if any, relating to the Property. Subject to Seller’s representations and warranties set forth in Section 7.1 hereof and in the documents delivered by Seller at Closing, Purchaser hereby waives any and all claims against Seller arising out of the accuracy, completeness, conclusions or statements expressed in materials so furnished and any and all claims arising out of any duty of Seller to acquire, seek or obtain such materials. Notwithstanding anything contained in the preceding sentence, Seller shall not deliver or make available to Purchaser Seller’s internal memoranda, attorney-client privileged materials, roof or other physical inspection reports, internal appraisals and economic evaluations of the Property, and reports regarding the Property prepared by Seller or its affiliates solely for internal use or for the information of the investors in Seller. Purchaser acknowledges that any and all of the Documents that are not otherwise known by or available to the public are proprietary and confidential in nature and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Prior to Closing, Purchaser agrees not to disclose such non-public Documents, or any of the provisions, terms or conditions thereof, to any party outside of Purchaser’s organization other than its agents, consultants, attorneys, representatives, lenders and financial partners and their agents, consultants and representatives, or as required by all applicable Federal, State and local laws, statutes, rules, regulations, ordinances or policies. Purchaser shall return all of the Documents provided by Seller to PurchaserDocuments, on or before three (3) business days after the first to occur of (a) such time as Purchaser notifies Seller in writing that it shall not acquire the Property, or (b) such time as this Agreement is terminated for any reason. This Section 5.3 shall survive any termination of this Agreement without limitation, except as provided in Section 12.1 below.

Seller Deliveries. Seller and Purchaser acknowledge and agree that Seller has delivered to Purchaser or made available at the Property certain items with respect to Purchaser, all of the items specified on Exhibit B attached hereto ’s review (the “Due Diligence Documents”) but only to the extent such items are in Seller’s possession or control); provided, however, except as otherwise expressly set forth in Section 7.1 hereof, Seller makes no representations or warranties of any kind regarding the accuracy, thoroughness or completeness of or conclusions drawn in the information contained in such documents, if any, relating to the Property. Subject to Seller’s representations and warranties set forth in Section 7.1 hereof and in the documents delivered by Seller at Closing, Purchaser hereby waives any and all claims against Seller arising out of the accuracy, completeness, conclusions or statements expressed in materials so furnished and any and all claims arising out of any duty of Seller to acquire, seek or obtain such materials. Notwithstanding anything contained in herein to the preceding sentencecontrary, Seller shall not be required to deliver or make available to Purchaser Seller’s internal memoranda, attorney-client materials, including but not limited to privileged materials, roof or other physical inspection internal appraisals, draft reports, internal appraisals and economic evaluations of the Property, and reports regarding the Property prepared by Seller or its affiliates solely for internal use or for the information of the investors in Seller. Purchaser acknowledges that any and all of the Due Diligence Documents that are not otherwise known by or available to the public are proprietary and confidential in nature and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Prior to Closing, Purchaser agrees not to disclose such non-public Due Diligence Documents, or any of the provisions, terms or conditions thereof, prior to Closing to any party outside of Purchaser’s organization other than its agents, consultants, attorneys, representatives, lenders the Authorized Representatives and financial partners and their agents, consultants and representativesexcept as otherwise provided in Section 15.1. Purchaser shall return all of the Due Diligence Documents other than those provided by Seller to in an electronic format including specifically any such Due Diligence Documents on Purchaser’s systems, on or before three (3) business days after the first to occur of (a) such time as Purchaser notifies Seller in writing that it shall not acquire the Property, or (b) such time as this Agreement is terminated for any reason. This The provisions of the immediately preceding sentence of this Section 5.3 5.5 shall survive any termination of this Agreement without limitation. Seller agrees, except as at no cost or expense to Seller, and without expanding Seller’s obligations or liabilities, to use reasonable efforts to cooperate with any reasonable written requests of Purchaser if any, for additional information, if available; provided in Section 12.1 belowhowever that Seller’s obligation to cooperate pursuant to this paragraph shall not survive the Closing.

Seller Deliveries. Seller has made shall use its reasonable, good faith efforts to deliver to Purchaser or make available to Purchaserat the Property, at Seller’s option, all of the items specified on Exhibit B attached hereto (the “Documents”) but only to the extent such items are in Seller’s possession or control; provided, however, except as otherwise expressly set forth in Section Section 7.1 hereof, Seller makes no representations or warranties of any kind regarding the accuracy, thoroughness or completeness of or conclusions drawn in the information contained in such documents, if any, relating to the Property. Subject to Seller’s representations and warranties set forth in Section 7.1 hereof and in the documents delivered by Seller at Closing, Purchaser hereby waives any and all claims against Seller arising out of the accuracy, completeness, conclusions or statements expressed in materials so furnished and any and all claims arising out of any duty of Seller to acquire, seek or obtain such materials. Notwithstanding anything contained in the preceding sentence, Seller shall not deliver or make available to Purchaser Seller’s internal memoranda, attorney-client privileged materials, roof or other physical inspection reports, internal appraisals and economic evaluations of the Property, and reports regarding the Property prepared by Seller or its affiliates solely for internal use or for the information of the investors in Seller. Purchaser acknowledges that any and all of the Documents that are not otherwise known by or available to the public are proprietary and confidential in nature and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Prior to Closing, Purchaser agrees not to disclose such non-public Documents, or any of the provisions, terms or conditions thereof, to any party outside of Purchaser’s organization other than its agents, consultants, attorneys, representatives, lenders and financial partners and their agents, consultants and representativesAuthorized Representatives or as required to be disclosed by law or other regulatory or legal process. Purchaser shall return all of the Documents provided by or certify to Seller to Purchaserits destruction thereof, on or before three five (35) business days after the first to occur of (a) such time as Purchaser notifies Seller in writing that it shall not acquire the Property, or (b) such time as this Agreement is terminated for any reasonreason (other than due to Seller’s default or the Closing). This Section 5.3 shall survive any termination of this Agreement without limitation, except as provided in Section 12.1 belowfor a period of two (2) years.

Seller Deliveries. Seller has made shall use its reasonable, good faith efforts to deliver to Purchaser or make available to Purchaserat the Property, at Seller’s option, all of the items specified on Exhibit B attached hereto (the “Documents”), within five (5) but only business days after the Effective Date to the extent such items are in Seller’s possession or controlpossession; provided, however, except as otherwise expressly set forth in Section 7.1 hereof, Seller makes no representations or warranties of any kind regarding the accuracy, thoroughness or completeness of or conclusions drawn in the information contained in such documents, if any, relating to the Property. Subject to Seller’s representations and warranties set forth Purchaser hereby waives, except as otherwise provided in Section 7.1 hereof and in the documents delivered by Seller at Closing, Purchaser hereby waives any and all claims against Seller arising out of the accuracy, completeness, conclusions or statements expressed in materials so furnished and any and all claims arising out of any duty of Seller to acquire, seek or obtain such materials. Notwithstanding anything contained in the preceding sentence, Seller shall not deliver or make available to Purchaser Seller’s internal memoranda, attorney-client privileged materials, roof or other physical inspection reports, internal appraisals and economic evaluations of the Property, and reports regarding the Property prepared by Seller or its affiliates solely for internal use or for the information of the investors in Seller. Purchaser acknowledges that any and all of the Documents that are not otherwise known by or available to the public are proprietary and confidential in nature and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Prior to Closing, Purchaser agrees not to disclose such non-public Documents, or any of the provisions, terms or conditions thereof, to any party outside of Purchaser’s organization other than its agents, consultants, attorneys, representatives, lenders and financial partners and their agents, consultants and representatives. Purchaser hereby acknowledges that the Lease for Xxxxxxxxxxx International, Inc., contains various rights of first offer and rights of first refusal relating to the Property. In the event Xxxxxxxxxxx International, Inc. claims or alleges that it has not waived its right to purchase or otherwise acquire the Building under its Lease with respect to the sale from Seller to Purchaser contemplated by this Agreement, each of Seller and Purchaser shall have the right to terminate this Agreement. Purchaser shall return all of the Documents provided by Seller to PurchaserDocuments, on or before three (3) business days after the first to occur of (a) such time as Purchaser notifies Seller in writing that it shall not acquire the Property, or (b) such time as this Agreement is terminated for any reason. This Section 5.3 shall survive any termination of this Agreement without limitation, except as provided in Section 12.1 below.