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.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Highland Hospitality Corp)
Seller’s Due Diligence Materials. (a) 4.3.1 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”)Schedule 4.3.1. 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 identified on Schedule 4.3.1 or otherwise 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)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”.)
(b) 4.3.2 If this Agreement is terminatedterminated pursuant to the Due Diligence Contingency, Purchaser promptly shall (a) return all original Seller Due Diligence Materials provided to Purchaser (excluding any summaries, abstracts, compilations or other analyses made by or for 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 PurchaserSeller, 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.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Lasalle Hotel Properties)
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-00-0X000http:\\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 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”.)
(b) If this Agreement is terminated, Purchaser promptly shall (a1) return all original Seller Due Diligence Materials provided to Purchaser, and destroy all other Seller Due Diligence Materials, (b2) 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 (c3) 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.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Chesapeake Lodging Trust)
Seller’s Due Diligence Materials. (ai) Purchaser acknowledges its receipt of Pursuant to 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”). Access Agreement, Seller shall provide provided to Purchaser promptly upon request by Purchaser, or make made available to Purchaser at the Hotel for review and copying by Purchaserin electronic format on an electronic website or otherwise, such additional certain 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 PurchaserBusiness. (All documents and materials heretofore or hereafter provided by Seller to Purchaser pursuant to the Letter of Intent or Access Agreement, the Confidentiality Agreement, this Agreement (including, without limitation, any and all documents and materials set forth on the Data Room Web Site)or otherwise, 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”.)
(bii) If this Agreement is terminated, Purchaser promptly shall shall, upon receipt of the written request of Seller, (aA) return all original Seller Due Diligence Materials provided to PurchaserPurchaser (not including any summaries, abstracts, compilations or other analyses made by Purchaser or its counsel or advisors) and specifically requested by Seller, and destroy all other Seller Due Diligence Materials, (bB) cause all Persons to whom Purchaser has provided any Seller Due Diligence Materials to return any original Seller Due Diligence Materials to PurchaserPurchaser which were specifically requested by Seller, and destroy all other Seller Due Diligence Materials, and (cC) certify to Seller that all original Seller Due Diligence Materials which were specifically requested by Seller have been returned to Seller and all other Seller Due Diligence Materials have been destroyed.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Westin Hotels LTD Partnership)
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 xxxx://xxxxxxxxx0xxx.xx.xx.xxx/portal.aspx (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 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”.)
(b) If this Agreement is terminated, Purchaser promptly shall (a1) return all original Seller Due Diligence Materials provided to Purchaser, and destroy all other Seller Due Diligence Materials, (b2) 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 (c3) 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.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Chesapeake Lodging Trust)