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

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, destroy all other Seller Due Diligence Materials, and (C) certify to Seller that all original Seller Due Diligence Materials in Purchaser’s possession 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(b) shall survive the termination of this Agreement.

Seller’s Due Diligence Materials. (a) Purchaser acknowledges its receipt Seller has heretofore delivered, or otherwise made available, to Purchaser, to Seller’s Knowledge, true, correct and complete copies 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 or 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, 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. Purchaser (All all documents and materials provided or made available 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)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”). To the extent Purchaser requests as part of its due diligence any information concerning the Employees, delivery of such information shall be subject to (i) Section 2.1.13, (ii) appropriate arrangements being made with Manager, and (iii) Purchaser’s compliance with Sections 8.1 and 8.8. Seller acknowledges and agrees that Purchaser may contact directly the general manager, the regional controller of the 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.) (b) If this Agreement is terminated, Purchaser promptly shall promptly (Aa) return all original Seller Due Diligence Materials provided to Purchaser, and at Seller’s request, destroy all other Seller Due Diligence Materials, (Bb) 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, and destroy all other Seller Due Diligence Materials, and (Cc) at Sellers’ written request, certify to Seller that all original Seller Due Diligence Materials in Purchaser’s possession 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(b) shall survive the termination of this Agreementdestroyed.

Seller’s Due Diligence Materials. (a) Purchaser acknowledges its receipt of the due diligence materials with respect to the Hotel set forth in on the secure web site website located at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/Portal/property “xxxxx://xxx.xxxxxxxxxxxxxx.xxx/Portal/gotoproperty.aspx?cID=8805b606-d152-4c26-b88d-3808bdf1c732&pID=d7ff4ee5-6dec-4185-8b40-8a44a0c1ec37” established by Seller Broker (the “Data Room Web Site”) and those materials listed on ), an inventory of which as of the Effective Date is attached hereto as Schedule 4.1.3(a) attached hereto4.1.3. 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 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, 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 promptly shall promptly (Ai) return all original Seller Due Diligence Materials provided to Purchaser, and at Seller’s request, destroy all other Seller Due Diligence Materials, (Bii) 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, and destroy all other Seller Due Diligence Materials, and (C) certify to Seller that all original Seller Due Diligence Materials in Purchaser’s possession have been returned to Seller and all other Seller Due Diligence Materials have been destroyed (if so requested by Seller)possession. This Section 4.1.3(b) 4.1.3 shall survive the termination of this Agreement.

Seller’s Due Diligence Materials. (a) a. Purchaser acknowledges its receipt of the due diligence materials with respect to the Hotel set forth in on the secure web site website located at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/Portal/property “xxxx://xxx.xxx0.xxx/invite/9EE-00-750” established by Seller Broker (the “Data Room Web Site”); provided, 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 Section XVI.A and may be via email or facsimile only) and those a copy of any materials listed added to the Data Room Web Site after the Effective Date on Schedule 4.1.3(a) attached heretoor 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 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 such additional 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 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 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) b. If this Agreement is terminated, Purchaser promptly 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, and destroy all other Seller Due Diligence Materials, and (C) certify to Seller that all original Seller Due Diligence Materials in Purchaser’s possession have been returned to Seller and all other Seller Due Diligence Materials in Purchaser’s possession have been destroyed (if so requested by Seller)destroyed. This Section 4.1.3(b) IV.A.3 shall be in addition to, and shall in no way limit, Purchaser’s obligations under the Confidentiality Agreement. This Section IV.A.3.b shall survive the termination of this Agreement.

Seller’s Due Diligence Materials. (a) 4.3.1 Purchaser acknowledges its receipt of the due diligence materials set forth in on Schedule 4.3.1 and posted on the secure web site located at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/Portal/property wxx.xxxxxxxx.xxx/xxxxxxx/xxxxxxxx.xxx established by Seller Broker on or prior to the date this Agreement is executed by Purchaser (which may be prior to the Effective Date) (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 such additional 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 identified on Schedule 4.3.1, posted on the Data Room Web Site on or prior to the date this Agreement is executed by Purchaser (which may be prior to the Effective Date) or otherwise 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)with receipt acknowledged by Purchaser, 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) 4.3.2 If this Agreement is terminatedterminated pursuant to the Due Diligence Contingency, Purchaser promptly shall promptly (Aa) return all original Seller Due Diligence Materials provided to Purchaser (excluding any summaries, abstracts, compilations or other analyses made by or for Purchaser) that are specifically requested by Seller, and at Seller’s request, destroy all other Seller Due Diligence Materials, (Bb) 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 Purchaser that are specifically requested by Seller, and destroy all other Seller Due Diligence Materials, and (Cc) certify to Seller that all original Seller Due Diligence Materials in Purchaser’s possession that are specifically requested by Seller 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(b) shall survive the termination of this Agreementdestroyed.

Seller’s Due Diligence Materials. (a) Purchaser acknowledges its receipt of the that it has been provided access to certain due diligence materials set forth in posted to the secure web site located at xxxxx://xxx.xxxxxxxxxxxxxx.xxx/Portal/property “xxxxx://xxx.xxxxxxxxxxxxxx.xxx/?utm_source=xxxxxxxx.xxx&utm_medium=email&utm_campaign=website#/warrooms/warroomOverview?id=74cdf1ee-40b0-49f6-aa29-f465751cd573” 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), Property for review and copying by Purchaser, all such additional due diligence materials that are in Seller’s Possession or that Seller is entitled to receive under the HMA Documents 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 Xxxxxxxxx agrees to acknowledge in writing, upon Seller’s request, the receipt of any 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 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 Site or reproductions of such documents or materials, or otherwise provided directly by Seller to Purchaser are referred to collectively herein as the “Seller Due Diligence Materials”.) (b) If this Agreement is terminatedterminated for any reason, Purchaser shall promptly (Ai) return all original Seller Due Diligence Materials provided to Purchaser, and at Seller’s request, destroy all other copies in any form of any Seller Due Diligence Materials, (Bii) use commercially reasonable efforts to cause instruct 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, and destroy all other copies in any form of any Seller Due Diligence Materials, and (Ciii) certify to Seller that all original Seller Due Diligence Materials in Purchaser’s possession have been returned to Seller and all other copies in any form of any Seller Due Diligence Materials have been destroyed. For the avoidance of doubt, in the event this Agreement is terminated for any reason, Purchaser shall be prohibited from retaining any originals or copies in any form of any Seller Due Diligence Materials, all of which shall be returned to Seller (in the case of originals) or destroyed (if so requested by Sellerin the case of copies in any form). This The terms and conditions of this Section 4.1.3(b) shall survive the termination of this Agreement.