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. Purchaser acknowledges its receipt of the due diligence materials with respect to the Hotel set forth on the secure website located at “xxxxx://xxx.xxxxxxxxxxxxxx.xxx/Portal/gotoproperty.aspx?cID=8805b606-d152-4c26-b88d-3808bdf1c732&pID=d7ff4ee5-6dec-4185-8b40-8a44a0c1ec37” established by Broker (the “Data Room Web Site”), an inventory of which as of the Effective Date is attached hereto as Schedule 4.1.3. Seller shall provide to Purchaser promptly upon request by Purchaser, or make available to Purchaser at the Hotel for review and copying by Purchaser, the materials set forth on Exhibit K attached hereto to the extent in Seller’s Possession or Control and to the extent not included on the Data Room Web Site, and such additional due diligence materials in Seller’s Possession or Control 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 such additional due diligence documents or materials delivered to Purchaser. (All documents and materials provided by Seller to Purchaser pursuant to 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”.) If this Agreement is terminated, Purchaser promptly shall (i) return all original Seller Due Diligence Materials provided to Purchaser, and destroy all other Seller Due Diligence Materials, (ii) use commercially reasonable efforts to cause all Persons to whom Purchaser has provided any Seller Due Diligence Materials to return any original Seller Due Materials to Purchaser, and destroy all other Seller Due Diligence Materials in Purchaser’s possession. This Section 4.1.3 shall survive the termination of this Agreement.
Seller’s Due Diligence Materials. (a) Purchaser acknowledges its receipt of the due diligence materials set forth on the secure web site located at “http:\\xxx.xxxxxxxxxxxxxx.xxx” 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, the Confidentiality Agreement 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”.)
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. 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.
Seller’s Due Diligence Materials. Within two (2) business days after the Original Effective Date, Sellers either 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 Property (the “Due Diligence Material”), which material shall include all service or maintenance contracts or management agreements to which Sellers or its affiliates are a party relating to or affecting the Properties (the “Service Contracts”). Sellers, however, shall have no liability with regard to such Due Diligence Material or the information contained therein and shall not be required to update the Due Diligence Material or provide any such Due Diligence Material that is not in Sellers’ custody or control. 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 incurred following a Buyer request will be at Buyer’s expense. Buyer 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 two (2) 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 1 through 6 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”.
Seller’s Due Diligence Materials. Within five (5) business days after the Effective Date Seller shall deliver to Purchaser copies of any and all existing environmental reports and findings, surveys, engineering reports, leases, title policies, real estate tax information, and all filings and correspondences with the New Jersey Department of Environmental Protection regarding the Property, if any, any agreements currently in effect with respect to the Property, and any other documentation or information reasonably requested by Purchaser (collectively, the “Seller’s Due Diligence Materials”).
Seller’s Due Diligence Materials. Within one (1) business day after the parties’ execution of this Agreement, Seller shall deliver to Purchaser true and complete copies of, and Purchaser shall acknowledge receipt of, the items listed below (“Seller’s Due Diligence Materials”), to the extent such items are in the possession or control of Seller:
Seller’s Due Diligence Materials. The Seller’s Due Diligence Materials delivered to Purchaser are true, accurate and complete copies of such materials.
