Seller’s Due Diligence Materials. To the Actual Knowledge of Seller, the Due Diligence Materials delivered to Buyer pursuant to this Agreement are complete, true and correct copies of the Due Diligence Materials in Seller’s possession.
Seller’s Due Diligence Materials. (a) Purchaser acknowledges its receipt of the due diligence materials set forth in the secure web site located at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/Portal/property established by Seller (the “Data Room Web Site”) and those materials listed on Schedule 4.1.3(a) attached hereto. Seller shall provide to Purchaser promptly upon request by Purchaser, or make available to Purchaser in the Data Room Website or at the Hotel (with notice to Purchaser regarding the availability of such materials), for review and copying by Purchaser, all due diligence materials in Seller’s Possession relating to the Property which are reasonably requested by Purchaser, but excluding: (i) confidential internal assessments, reports, studies, memoranda, notes or other correspondence prepared by or on behalf of any officer or employee of Seller, (ii) loan files pertaining to mortgage financing obtained or considered for the Property by Seller or its agents, advisors, and contractors, (iii) confidential personnel files (except for a salary history of the existing on-site personnel) related to present and past employees of Existing Manager, (v) privileged attorney-client communications, (vi) attorney work product, (viii) materials subject to a confidentiality agreement or to Applicable Law prohibiting their disclosure, or (ix) any other materials of Seller, Existing Manager or Forestar that are of a proprietary or confidential nature relating to the business or the assets of either party or any of their respective affiliates or related companies. Purchaser agrees to acknowledge in writing, upon Seller’s request, the receipt of any due diligence documents or materials delivered to Purchaser. (All documents and materials provided by Seller to Purchaser pursuant to or in anticipation of this Agreement (including, without limitation, any and all documents and materials set forth on the Data Room Web Site), together with any copies or reproductions of such documents or materials, or are referred to collectively herein as the “Seller Due Diligence Materials”.)
(b) If this Agreement is terminated, Purchaser shall promptly (A) return all original Seller Due Diligence Materials provided to Purchaser, and at Seller’s request, destroy all other Seller Due Diligence Materials, (B) use commercially reasonable efforts to cause all Persons to whom Purchaser has provided any Seller Due Diligence Materials to return any original Seller Due Diligence Materials to Purchaser, and, if requested by Seller, destro...
Seller’s Due Diligence Materials. (a) Purchaser acknowledges its receipt of the due diligence materials set forth in on the secure web site located at “xxx.xxx0.xxx/xxxxxx/0XX-00-0X000” established by Broker (the “Data Room Web Site”). Seller shall provide to Purchaser promptly upon request by Purchaser, or make available to Purchaser at the Hotel for review and copying by Purchaser, such additional due diligence materials in Seller’s Possession relating to the Property which are reasonably requested by Purchaser, and Purchaser agrees to acknowledge in writing, upon Seller’s request, the receipt of any due diligence documents or materials delivered to Purchaser. (All documents and materials provided by Seller to Purchaser pursuant to the Letter of Intent or this Agreement (including, without limitation, any and all documents and materials set forth on the Data Room Web Site), together with any copies or reproductions of such documents or materials, or any summaries, abstracts, compilations or other analyses made by or for Purchaser based on the information in such documents or materials, are referred to collectively herein as the “Seller Due Diligence Materials”.)
(b) If this Agreement is terminated, Purchaser promptly shall (a) return all original Seller Due Diligence Materials provided to Purchaser, and destroy all other Seller Due Diligence Materials, (b) cause all Persons to whom Purchaser has provided any Seller Due Diligence Materials to return any original Seller Due Diligence Materials to Purchaser, and destroy all other Seller Due Diligence Materials, and (c) certify to Seller that all original Seller Due Diligence Materials have been returned to Seller and all other Seller Due Diligence Materials have been destroyed.
Seller’s Due Diligence Materials. On the Effective Date, Seller will deliver to Buyer, to facilitate Buyer’s due diligence review of the Property, all documents shown on Schedule 4 (collectively "Due Diligence Material"). Any costs associated with the Due Diligence Materials beyond the first copy provided to Buyer will be at Buyer’s sole cost and expense. In the event Seller discovers additional due diligence materials relating to the Property that have not been provided to Buyer as part of the Due Diligence Material, Seller shall promptly provide Buyer with a copy of such additional due diligence materials.
Seller’s Due Diligence Materials. Prior to the Effective Date, Sellers have made available (either at a physical location or via electronic data room) or delivered to Buyer, as and if available, a copy of the information set forth on Schedule 8.1 to facilitate Buyer’s due diligence review of the Properties (the “Due Diligence Material”). Sellers, however, shall have no liability with regard to such Due Diligence Material and shall not be required to provide any such Due Diligence Material that is not in a Seller’s custody or control. Seller shall update the Due Diligence Material if Seller receives materials needed to supplement or amend the accuracy of the Due Diligence Material already available. Further, Sellers make no representation or warranty regarding the accuracy of the information contained in the Due Diligence Material and Sellers shall have no obligation or liability with respect to any of the Due Diligence Material. Any costs associated with the Due Diligence Material beyond the first copy provided to Buyer will be at Buyer’s expense. Xxxxx acknowledges and agrees that all materials, data and information delivered by Sellers to Buyer in connection with the transaction contemplated hereby are provided to Buyer as a convenience only and that any reliance on or use of such materials, data or information by Buyer shall be at the sole risk of Buyer, except as otherwise expressly stated herein.
Seller’s Due Diligence Materials. Within five (5) business days after the Effective Date, Seller will either make available (either at a physical location or via electronic data room) or deliver to Buyer, as and if available, a copy of the information set forth on Schedule 8.1 to facilitate Buyer’s due diligence review of the Property (the “Due Diligence Material”). Seller, however, shall have no liability with regard to such Due Diligence Material or provide any such Due Diligence Material that is not in Seller’s custody or control. Further, Seller makes no representation or warranty regarding the accuracy of the information contained in the Due Diligence Material other than representations affirmatively made in this Agreement, and Seller shall have no obligation or liability with respect to any of the Due Diligence Material. Xxxxx acknowledges and agrees that all materials, data and information delivered by Seller to Buyer in connection with the transaction contemplated hereby are provided to Buyer as a convenience only and that any reliance on or use of such materials, data or information by Buyer shall be at the sole risk of Buyer, except as otherwise expressly stated herein.
Seller’s Due Diligence Materials. Within five (5) Business Days after the Effective Date, and to the extent not previously made available by Seller to Purchaser, Seller shall make available, to the extent in Seller’s Possession, or cause Manager to make available, to Purchaser true, correct and complete copies of all of the items enumerated in numbers (i) through (vi) below, inclusive. Seller shall be deemed to have “made available” materials to Purchaser which Seller shall have posted in Seller’s Virtual Data Room. All documents and materials provided by Seller to Purchaser pursuant to this Agreement are referred to collectively herein as the “Seller Due Diligence Materials”.
(i) Copies of the certificate of occupancy, permits, authorizations, approvals and licenses issued by Governmental Authorities having jurisdiction over the Property that are in effect as of the date hereof and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property that are in effect as of the date hereof.
(ii) Advance reservations and room bookings for the Property.
(iii) Copies of the Ground Lease, the Management Agreement, all Employment Agreements, Operating Agreements (except to the extent such Operating Agreements are Manager Proprietary Materials), Tenant Leases and Equipment Leases.
(iv) Financial and operating statements for the Property for the previous two (2) calendar years and the most recently prepared year to date.
(v) The operating and capital expenditure budget for the Property for the current calendar year.
(vi) Copies of the Existing Loan Documents.
Seller’s Due Diligence Materials. Income-producing agreements: Within fifteen (15) days after the Effective Date, Seller shall deliver to Buyer copies of any title insurance commitment, title policy, Property survey, environmental assessments, and leases, contracts or other agreements affecting the Property. Seller shall, at Buyer’s option following its delivery to Seller of the Option Exercise Notice, either (i) convey and assign to Buyer, to the extent permitted, any and all of Seller’s interest in any leases, contracts or other agreements affecting the Property via a mutually agreeable assignment of leases and/or contracts agreement to be signed by the parties at Closing to effectuate such conveyance, or (ii) terminate such leases, contracts or other agreements affecting the Property prior to Closing, if terminable, and deliver proof thereof to Buyer on or prior to Closing.
Seller’s Due Diligence Materials. (a) To the extent in Seller’s possession, Seller shall provide to Purchaser promptly upon request by Purchaser, or make available to Purchaser at the Hotel for review and copying by Purchaser, due diligence materials relating to the Property that are reasonably requested by Purchaser. All documents and materials provided by Seller to Purchaser pursuant to this Agreement, together with any copies or reproductions of such documents or materials, are referred to collectively herein as the “Seller Due Diligence Materials.” This provision shall survive the Closing.
(b) If this Agreement is terminated, Purchaser shall, upon written request from Seller, (i) return all original Seller Due Diligence Materials provided to Purchaser by or on behalf of Seller, and destroy all other Seller Due Diligence Materials, and (ii) cause all Persons to whom Purchaser has provided any Seller Due Diligence Materials to return any original Seller Due Diligence Materials to Purchaser, and destroy all other Seller Due Diligence Materials.
Seller’s Due Diligence Materials. Within five (5) business days after the Effective Date, Seller will either make available (either at a physical location or via electronic data room) or deliver to Buyer, as and if available, a copy of the information set forth on Schedule 8.1 to facilitate Buyer’s due diligence review of the Property (the “Due Diligence Material”). Seller, however, shall have no liability with regard to such Due Diligence Material and shall not be required to update the Due Diligence Material (but will provide a copy of any update that occurs during the Due Diligence Period) or provide any such Due Diligence Material that is not in Seller’s custody or control. Further, except as expressly set forth herein, Seller makes no representation or warranty regarding the accuracy of the information contained in the Due Diligence Material and Seller shall have no obligation or liability with respect to any of the Due Diligence Material. Any costs associated with the Due Diligence Material beyond the first copy provided to Buyer will be at Buyer’s expense.
