Common use of Seller’s Due Diligence Materials Clause in Contracts

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 with respect to the Hotel set forth on in the secure website web site located at “xxxxx://xxx.xxxxxxxxxxxxxx.xxx/Portal/gotoproperty.aspx?cID=8805b606-d152-4c26-b88d-3808bdf1c732&pID=d7ff4ee5-6dec-4185-8b40-8a44a0c1ec37” xxxxx://xxx.xxxxxxxxxxxxxx.xxx/Portal/property established by Broker Seller (the “Data Room Web Site”), an inventory of which as of the Effective Date is ) and those materials listed on Schedule 4.1.3(a) attached hereto as Schedule 4.1.3hereto. 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, 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 all due diligence materials in Seller’s Possession or Control 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 such additional 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 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. Purchaser acknowledges its receipt (a) Seller has heretofore delivered, or otherwise made available, to Purchaser, to Seller’s Knowledge, true, correct and complete copies 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 control relating to the Property set forth on Schedule 4.1.3, and Seller covenants and agrees to deliver any other documents and materials which are (x) may hereafter become available and would have comprised Seller Due Diligence Materials had the same existed or been in Seller’s possession or control prior to the Effective Date, and/or (y) may be hereafter 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. Purchaser (All all documents and materials provided or made available 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)Agreement, 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). To the extent Purchaser requests as part of its due diligence any information concerning the Employees, Purchaser promptly delivery of such information shall be subject to (i) return all original Seller Due Diligence Materials provided to Purchaser, and destroy all other Seller Due Diligence MaterialsSection 2.1.13, (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 Purchaserappropriate arrangements being made with Manager, and destroy all other Seller Due Diligence Materials in (iii) Purchaser’s possessioncompliance with Sections 8.1 and 8.8. This Section 4.1.3 shall survive Seller acknowledges and agrees that Purchaser may contact directly the termination general manager, the regional controller of this Agreementthe Manager, and such other employees of Manager as Seller or Manager may designate to assist in or facilitate the consummation of the transactions contemplated hereby, and Seller further agrees that, to the extent required by Manager, Seller hereby authorizes Manager to communicate with and deliver such documents and information to Purchaser in furtherance of the foregoing.

Seller’s Due Diligence Materials. (a) Purchaser acknowledges its receipt of the that it has been provided access to certain due diligence materials with respect posted to the Hotel set forth on the secure website web site located at “xxxxx://xxx.xxxxxxxxxxxxxx.xxx/Portal/gotoproperty.aspx?cID=8805b606-d152-4c26-b88d-3808bdf1c732&pID=d7ff4ee5-6dec-4185-8b40-8a44a0c1ec37xxxxx://xxx.xxxxxxxxxxxxxx.xxx/?utm_source=xxxxxxxx.xxx&utm_medium=email&utm_campaign=website#/warrooms/warroomOverview?id=74cdf1ee-40b0-49f6-aa29-f465751cd573” established by Broker Seller (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 Property for review and copying by Purchaser, the such additional due diligence materials set forth on Exhibit K attached hereto to the extent that are in Seller’s Possession or Control and that Seller is entitled to receive under the extent not included on the Data Room Web Site, and such additional due diligence materials in Seller’s Possession or Control HMA Documents relating to the Property which are reasonably requested by Purchaser, and Purchaser Xxxxxxxxx agrees to acknowledge in writing, upon Seller’s request, the receipt of any such additional due diligence documents or materials delivered to PurchaserPurchaser (provided that failure to so acknowledge such receipt shall not vitiate or limit the effect of delivery of such materials, including that Purchaser shall be deemed to have Knowledge thereof). (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 Site or reproductions of such documents or materials, or any summaries, abstracts, compilations or other analyses made otherwise provided directly by or for Seller to 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 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-4185-8b40-8a44a0c1ec37xxxx://xxx.xxx0.xxx/invite/9EE-00-750” established by Broker (the “Data Room Web Site”); provided, an inventory however, that Seller shall send to Mr. Xxxxxx Xxxxxxxx by fax, email, or overnight courier service (which delivery need not comply with the requirements of which as Section XVI.A and may be via email or facsimile only) a copy of any materials added to the Data Room Web Site after the Effective Date is attached hereto as Schedule 4.1.3on or prior to the date such materials are added to the Data Room Web Site, if applicable. 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 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”.) 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 with respect to the Hotel set forth on in the secure website web site located at “xxxxx://xxx.xxxxxxxxxxxxxx.xxx/Portal/gotoproperty.aspx?cID=8805b606-d152-4c26-b88d-3808bdf1c732&pID=d7ff4ee5-6dec-4185-8b40-8a44a0c1ec37” xxxxx://xxx.xxxxxxxxxxxxxx.xxx/Portal/property established by Broker Seller (the “Data Room Web Site”), an inventory of which as of the Effective Date is ) and those materials listed on Schedule 4.1.3(a) attached hereto as Schedule 4.1.3hereto. 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, 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 all due diligence materials in Seller’s Possession or Control 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 such additional 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 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 shall promptly shall (iA) return all original Seller Due Diligence Materials provided to Purchaser, and at Seller’s request, destroy all other Seller Due Diligence Materials, (iiB) 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 and, if requested by Seller, destroy all other Seller Due Diligence Materials, and (C) certify to Seller that all original Seller Due Diligence Materials in Purchaser’s possessionpossession have been returned to Seller and all other Seller Due Diligence Materials have been destroyed (if so requested by Seller). This Section 4.1.3 4.1.3(b) shall survive the termination of this Agreement. 4.1.4.