Seller’s Materials. To Seller’s knowledge (a) all of Seller’s Materials (other than third-party Seller’s Materials) made available to Purchaser are, in all material respects, complete and unaltered copies of such items in Seller’s possession or control; and (b) all of the third-party Seller’s Materials are unaltered copies of such items in Seller’s possession or control.
Seller’s Materials. As an accommodation to Buyers’ due diligence, Sellers’ Agent shall deliver, within five (5) days after the Effective Date, the following due diligence materials relating to the Properties or the Partnerships to Buyers’ Agent (or in the case of certain items such as those under (2) (tenant leases, correspondence and credit information) below, make available for Buyers’ Agent’s inspection and copying at the Apartments), to the extent not already delivered, and provided that same are in Sellers’ Agent’s actual possession or reasonable control:
(1) Copies of the Partnership Agreements for each of the Partnerships and any amendments thereto;
(2) Copies of the Certificate of Limited Partnership filed with the Ohio Secretary of State for each of the Partnerships and any amendments thereto;
(3) Copies of the financial statements for the Partnerships for each of the three years ended December 31, 2006 and year-to-date financial statements for 2007;
(4) Copies of the federal tax returns for the Partnerships for the last 10 years;
(5) Current rent roll. The tenant leases, tenant correspondence, and tenant credit information will be made available to Buyers for review on-site at each of the Apartments;
(6) Certificates of occupancy;
(7) Contracts, service agreements, and files pertaining to the Apartments;
(8) Real estate tax bxxxxxxx and assessments for the most recent tax year;
(9) Insurance and claims documentation;
(10) To the extent in Sellers’ possession, all existing warranties and guarantees from architects, contractors, and material and equipment suppliers, all of which would be assigned to Purchaser other than those from affiliates of any Seller;
(11) To the extent in Sellers’ possession, any existing title information, surveys, environmental Phase I report, engineering reports, soil, radon, asbestos, hazardous substance, termite, or other tests, studies, or reports;
(12) Itemized inventory of all personal property;
(13) Listing of capital improvements made at the Apartments over the preceding three years;
(14) A list of any material structural or mechanical deficiencies with respect to the Improvements known to Sellers;
(15) The Form 8609s for each building with respect to the Apartments; any correspondence to or from the State Agencies with respect to the Apartments, including, but not limited to, original applications for LIHTC Carryover Allocation and applications for issuance of Form 8609s and cost certification; any correspondence to or from the IRS wi...
Seller’s Materials. Seller shall deliver to Buyer, at Seller’s expense, copies of all information (whether in draft or final form and, in any event, in an “AS-IS, WHERE-IS” condition existing as of the date of such delivery, without any representation or warranty of any kind, express or implied, except that Seller confirms it is providing complete copies of the documents in its possession without deletion or alteration by Seller) concerning the Premises (together, the “Seller’s Materials”) within five (5) days after the Effective Date, as to Seller’s Materials then in Seller’s possession and/or control. Seller’s Materials shall include, without limitation, the most recently filed public financial statements of Seller, leases and any amendments or modification thereto, surveys, building approvals / permits, certificates for occupancy, zoning compliance letters, contracts, engineering reports, environmental reports, title policies, title reports, tax bills, any litigation affecting the Premises, and any notices with respect to changes in assessed value and impending increases, or other notices from governmental agencies pertaining to the Premises.
Seller’s Materials. All materials, such as drawings, molds, tools and specifications, submitted to the Buyer remain the Seller=s property and must not be copied, disclosed to any third party, or otherwise used without the Seller=s written permission unless otherwise provided herein.
Seller’s Materials. Seller has delivered, or will deliver or make available in accordance with the terms of this Agreement, to Buyer true, correct and complete copies of Seller’s Materials;
Seller’s Materials. Chicago Title Insurance Company Commitment Number 1401-008278876 dated May 13, 2005.
Seller’s Materials. On or before the Effective Date, Seller shall provide to Buyer, for Buyer’s review and approval, all information currently in its possession or control regarding the Property (collectively “Seller’s Materials”). Without limiting the generality of the foregoing, and to the extent they exist, and are known to Seller to be in Seller’s possession or control, Seller shall forward to Buyer the following items:
(i) All reports and studies concerning the Property, including the soils and geologic condition of the Property;
(ii) All entitlement documents, permits, plans, and any property conditions reports; Property;
(iii) All permits, approvals, and inspection reports relating to the
(iv) All existing leases affecting the Property, and all lease files, including without limitation, all material correspondence to or from any current tenant regarding their occupancy;
(v) any previously completed survey of the Property; and
(vi) Copies of all reports, studies, and other materials which Seller possesses or controls which pertain to the environmental condition of the Property and the Adjacent Property.
Seller’s Materials. Within five (5) days after the Effective Date, Seller shall deliver or cause to be delivered the information listed on Exhibit “C” attached hereto to the extent that such items are in Seller’s possession or reasonable control.
Seller’s Materials. To the extent in Seller's control or possession, to be updated and shall include but not be limited to:
Seller’s Materials. Purchaser acknowledges receipt of the materials listed on Schedule 2.1(b) and Schedule 2.1(e) hereto. All documents and materials provided by Sellers to Purchaser pursuant to this Agreement are referred to collectively herein as the "Sellers' Materials". Purchaser acknowledges and agrees that Purchaser's review of such materials or satisfaction therewith shall not be a condition to Purchaser's obligations hereunder, it being the intent of Purchaser to purchase the Assets in their "As Is, Where Is" condition as more fully set forth in Section 3.3 hereof.
