SELLER’S DISCLOSURES. In order to meet the Buyer’s obligations during the Inspection Period, the Seller shall be required to provide the following documents and records, to the extent they are within the possession or control of the Seller, at the Seller’s sole cost and expense:
SELLER’S DISCLOSURES. Except as otherwise disclosed in this Contract, Seller has no knowledge of the following (check as applicable):
A. Flooding of the Property which has had a material adverse effect on the use of the Property.
B. Pending or threatened litigation, condemnation, or special assessment affecting the Property.
C. Dumpsite, landfill, or underground tanks or containers now or previously located on the Property.
X. Xxxxxxxx, as defined by federal or state law or regulation, affecting the Property.
E. Threatened or endangered species or their habitats affecting the Property.
F. Other: .
SELLER’S DISCLOSURES. 9.2.1 Each Seller’s Warranties are subject to all matters which are fairly disclosed in this Agreement or in the Disclosure Letter.
9.2.2 References in a Disclosure Letter to paragraph numbers shall be to the paragraphs in Schedule 13 to which the disclosure is most likely to relate. Such references are given for convenience only and, shall not limit the effect of any of the disclosures, all of which are made against the Seller’s Warranties as a whole.
SELLER’S DISCLOSURES. Except as otherwise disclosed in this contract, Seller has no knowledge of the following: (1) any flooding of the Property which has had a material adverse effect on the use of the Property; (2) any pending or threatened litigation, condemnation, or special assessment affecting the Property; (3) any environmental hazards that materially and adversely affect the Property; (4) any dumpsite, landfill, or underground tanks or containers now or previously located on the Property; (5) any wetlands, as defined by federal or state law or regulation, affecting the Property; or (6) any threatened or endangered species or their habitat affecting the Property.
SELLER’S DISCLOSURES. Seller will deliver to Buyer the following Seller Disclosures; (a) a copy of all loan documents relating to any loan now existing which will encumber the Property after Closing; and (b) a copy of all leases affecting the Property not expiring prior to Closing. Seller agrees to pay any title commitment cancellation charges.
SELLER’S DISCLOSURES a. Seller hereby discloses and represents to Buyer that Seller has no knowledge of any hazardous materials or substance being stored or present upon the Property and that Seller has no knowledge relating to any environmental problems or any building or zoning code violations affecting the Property;
b. Within fifteen (15) days from the date Seller executes and delivers this Agreement to Buyer, Seller shall deliver to Buyer a commitment for the policy of title insurance
c. No later than December 1, 2023, Seller shall make available to Buyer, at Xxxxx’s request and at Seller’s offices in the Santaquin City Administration Building, all of the following (collectively, the “Seller’s Disclosures”) that are in the actual possession or control or reasonably accessible to Seller:
(i) survey, topographic or other maps and all other material documents presently existing concerning the Property (if Seller does not deliver a survey of the Property as provided herein, Buyer may, at its own expense, obtain a survey of the Property and Buyer’s obligation to purchase the Property under this Agreement is conditioned upon Xxxxx’s receipt and approval of such survey);
(ii) any and all leases or other contracts or agreements affecting the Property;
(iii) copies of all permits, licenses and approvals (if any) from all federal, state and local governmental authorities relating to the Property; and
(iv) all such other documentation and information relating to the Property in possession of Seller which is specifically identified and requested by Xxxxx in writing which is reasonably required by Buyer in order to perform its due diligence.
SELLER’S DISCLOSURES. 9.2.1 The Seller’s Warranties are subject to the following matters:
(i) any matter which is Fairly Disclosed in the Wider Transaction Documents, in the Disclosure Letter or in the documents provided in the Data Room; and
(ii) any matter which is Fairly Disclosed in: (a) the separation due diligence report dated 19 February 2020 prepared by Eversheds Xxxxxxxxxx LLP; (b) volume 1 of the financial vendor due diligence report dated 19 June 2019 prepared by KPMG LLP; (c) volume 2a of the financial vendor due diligence report dated 16 July 2019 prepared by KPMG LLP; (d) the tax vendor due diligence report dated 18 July 2019 prepared by KPMG LLP; (e) the legal steps plan prepared by the Seller’s Group dated 21 February 2020 as provided by the Seller’s Lawyers to the Purchaser’s Lawyers by email at 18:10 (London time) on 21 February 2020; and (f) the EY Structure Paper.
9.2.2 References in the Disclosure Letter to paragraph numbers shall be to the paragraphs in Schedule 9 to which the disclosure is most likely to relate. Such references are given for convenience only and shall not limit the effect of any of the disclosures, all of which are made against the Seller’s Warranties as a whole.
SELLER’S DISCLOSURES. 10.3.1 All Representations are made subject to the following matters, which shall therefore limit the contents and scope of such Representations, provided that such matters are disclosed in sufficient detail to enable a diligent purchaser assisted by professional advisors to assess their impact on the Target Company:
(i) any matter which is contained or referred to in this Agreement or clearly known from the information provided in the Data Room. The information in the Data Room can be qualified as “clearly known” if the respective information has been laid out in a manner enabling a diligent purchaser assisted by professional advisors to assess the impact of such matter on the Target Company and the Representations; and [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions.
(ii) all matters which are publicly available regarding the Target Company or its business before or at the date of this Agreement.
SELLER’S DISCLOSURES. The Warranties of the Sellers are subject to the matters which are fully and fairly disclosed pursuant to this Agreement provided that such matters are disclosed in sufficient detail to enable the Purchaser to assess their impact on the Company.
SELLER’S DISCLOSURES. The following documents are, or will be, provided to the Buyer during the term of this Contract:
a. Soils report for the Project;
b. Colorado Geological Survey SP-43: A Guide to Swelling Soils for Colorado Homebuyers and Homeowners
c. EPA pamphlet entitled “A Citizen’s Guide to Radon;”
d. Map, Declaration, the rules and regulations of the Association (the “Rules”), the bylaws of the Association (the “Bylaws”), and the responsible governance policies of the Association (the “Policies” and collectively with the Declaration, Map, Rules, and Bylaws, the “CIC Documents”); provided that, all such documents shall be considered to be draft form, subject to revision by Seller in Seller’s sole discretion prior to recording such document, and thereafter in accordance with applicable law and the other CIC Documents. Seller makes no representation of warranty of any kind with respect to any third party reports provided to Buyer pursuant to this Contract, and expressly disclaims any express or implied warranty concerning the accuracy or completeness of any information set forth in such reports. In the event Seller has not delivered any of the foregoing documents to Buyer on or before the Seller’s Disclosures Deadline, Xxxxx shall deliver written notice to Seller requesting such documents.
