Study Period. (a) Xxxxxxxx and its agents, contractors and duly authorized representatives shall have the right, until 5:00 p.m., Dallas, Texas time on the last day of the Study Period, and thereafter unless, as provided below, Xxxxxxxx notifies Brandywine OP in writing prior to the expiration of the Study Period that Xxxxxxxx has elected to terminate this Agreement, to enter upon the Property and to perform, at its expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Xxxxxxxx may xxxx appropriate. If such tests, studies and investigations do not warrant, in Xxxxxxxx' sole, absolute and unreviewable discretion, the acceptance of the Tysons Partnership Interest for the purposes contemplated by Xxxxxxxx, then Xxxxxxxx may elect not to proceed with this transaction and shall notify Brandywine OP and Escrow Agent, in writing prior to the expiration of the Study Period, that Xxxxxxxx has elected to terminate this Agreement, in which event this Agreement automatically shall terminate, the Deposit shall be promptly returned to Xxxxxxxx and Xxxxxxxx and shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. If Xxxxxxxx does not so notify Brandywine OP of its determination to terminate this Agreement prior to the expiration of the Study Period, then Xxxxxxxx shall be deemed to have waived its right to terminate this Agreement pursuant to this SECTION 2.4. (b) Brandywine OP has delivered or made available at the Property the following to Xxxxxxxx: (1) Copies of all Leases in effect as of the date of this Agreement, together with, to the extent in Brandywine OP's possession or reasonably available to Brandywine OP, copies of all correspondence received from or sent to tenants of the Property. (2) a Rent Roll (herein so called) certificate (with current rent roll and accounts receivable report attached) for the Property containing the following information with respect to each Lease: (i) a description of the space occupied thereby (including square feet, type of space, floor and tenant's pro rata share of common elements),
Appears in 1 contract
Samples: Contribution Agreement (Prentiss Properties Trust/Md)
Study Period. (a) Xxxxxxxx Purchaser and its agents, contractors contractors, auditors, engineers, attorneys, employees, consultants, other representatives and duly authorized representatives potential lessees, partners, and lenders (collectively, “Purchaser Parties”) shall have the right, until 5:00 p.m., Dallas, Texas time on the last day of the Study Period, and thereafter unless, as provided below, Xxxxxxxx notifies Brandywine OP if Purchaser does not notify Seller in writing prior to the expiration of the Study Period that Xxxxxxxx Purchaser has elected to terminate this AgreementAgreement and this Agreement is not deemed to have been terminated due to the failure to deposit the Additional Deposit, to enter upon the Real Property upon not less than 24 hours prior notice to Seller (which notice may be given by email without regard to the notice requirements of Section 10.9), and to perform, at its Purchaser’s expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Xxxxxxxx Purchaser may xxxx deem appropriate. If such tests, studies and investigations do not warrantIf, in Xxxxxxxx' Purchaser’s sole, absolute and unreviewable discretion, Purchaser elects to proceed with the acceptance purchase of the Tysons Partnership Interest Property for the purposes contemplated by XxxxxxxxPurchaser, then Xxxxxxxx may elect not to Purchaser shall proceed with this transaction in accordance with and shall notify Brandywine OP and Escrow Agentsubject to the terms of this Agreement; provided, in writing however, if, prior to the expiration of the Study Period, Purchaser provides written notice to Seller and Escrow Agent that Xxxxxxxx it has elected determined in its sole, absolute and unreviewable discretion, to terminate this Agreement, in which event this Agreement automatically shall terminate, the Deposit shall be promptly returned to Xxxxxxxx Purchaser and Xxxxxxxx Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. If Xxxxxxxx Purchaser does not so notify Brandywine OP provide such written notice of its determination to terminate this Agreement termination prior to the expiration of the Study PeriodPeriod and Purchaser timely deposits the Additional Deposit, then Xxxxxxxx the Deposit shall be deemed become non-refundable except as otherwise expressly provided herein. Purchaser Parties shall have no discussions, correspondence, or other contact (other than incidental contact) with any Hotel Employees with respect to have waived the Hotel or the Property unless coordinated in advance with Seller. ▪ (b) Purchaser acknowledges its right receipt of the due diligence materials set forth on the Data Site as of the Effective Date. Seller shall, promptly upon request by Purchaser, make available to terminate this Agreement Purchaser on the Data Site, such additional due diligence materials which are in Seller’s possession or control relating to the Property and the operation thereof which are reasonably requested by Purchaser from time to time. All documents and materials provided by Seller to Purchaser pursuant to this SECTION 2.4.
Agreement (bincluding, without limitation, any and all documents and materials set forth on the Data 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 “Submission Matters”. Except as expressly set forth in Article III, Purchaser acknowledges and agrees that the Submission Matters are provided without warranty or representation whatsoever. ▪ (c) Brandywine OP has If for any reason whatsoever Purchaser does not purchase the Property, Purchaser shall promptly (i) deliver to Seller or destroy all copies of all the Submission Matters and any other materials delivered to Purchaser or made available at Purchaser Parties, and (ii) deliver to Seller following written demand therefor all third-party non-confidential written environmental reports received by Purchaser with respect to the Property (excluding proprietary work product, market and economic studies and analyses, and any attorney-client work product) (provided that Seller shall pay the following cost incurred by Purchaser for obtaining such reports); provided, however, that Purchaser shall not be obligated to Xxxxxxxx:
deliver to Seller any materials of a proprietary nature (1such as, for the purposes of example only, any financial forecasts or market repositioning plans) Copies prepared for Purchaser or Purchaser Parties in connection with the Property, and Seller acknowledges that any such materials delivered to Seller pursuant to the provisions of all Leases in effect as clause (ii) shall be without warranty or representation whatsoever other than that such materials have been fully paid for and may be delivered to Seller. The provisions of this Section 2.4(c) shall survive the date termination of this Agreement. Notwithstanding the foregoing, together with, Purchaser and any Purchaser Party may retain copies of any of the Submission Matters to the extent in Brandywine OP's possession it is “backed-up” on its electronic management and communications systems or reasonably servers, is not available to Brandywine OP, copies of all correspondence received from or sent to tenants of the Propertyan end user and cannot be expunged without considerable effort.
(2) a Rent Roll (herein so called) certificate (with current rent roll and accounts receivable report attached) for the Property containing the following information with respect to each Lease: (i) a description of the space occupied thereby (including square feet, type of space, floor and tenant's pro rata share of common elements),
Appears in 1 contract
Samples: Purchase and Sale Agreement (Ashford Hospitality Trust Inc)
Study Period. (a) Xxxxxxxx Brandywine OP and its agents, contractors and duly authorized representatives shall have the right, until 5:00 p.m., Dallas, Texas time on the last day of the Study Period, and thereafter unless, as provided below, Xxxxxxxx notifies Brandywine OP notifies Xxxxxxxx in writing prior to the expiration of the Study Period that Xxxxxxxx Brandywine OP has elected to terminate this Agreement, to enter upon the Real Property and to perform, at its Brandywine OP's expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Xxxxxxxx Brandywine OP may xxxx deem appropriate. If such tests, studies and investigations do not warrant, in Xxxxxxxx' Brandywine OP's sole, absolute and unreviewable discretion, the acceptance purchase of the Tysons Partnership Interest Property for the purposes contemplated by XxxxxxxxBrandywine OP, then Xxxxxxxx Brandywine OP may elect not to proceed with this transaction and shall notify Brandywine OP Xxxxxxxx and Escrow Agent, in writing prior to the expiration of the Study Period, that Xxxxxxxx Brandywine OP has elected to terminate this Agreement, in which event this Agreement automatically shall terminate, the Deposit shall be promptly returned to Xxxxxxxx Brandywine OP and Brandywine OP and Xxxxxxxx and shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. If Xxxxxxxx Brandywine OP does not so notify Brandywine OP Xxxxxxxx of its determination to terminate this Agreement prior to the expiration of the Study Period, then Xxxxxxxx Brandywine OP shall be deemed to have waived its right to terminate this Agreement pursuant to this SECTION 2.4.
(b) Brandywine OP Xxxxxxxx has delivered or made available at the Property the following to XxxxxxxxBrandywine OP:
(1) Copies of all Leases in effect as of the date of this Agreement, together with, to the extent in Brandywine OP's Xxxxxxxx' possession or reasonably available to Brandywine OPXxxxxxxx, copies of all correspondence received from or sent to tenants of the Property.
(2) a Rent Roll (herein so called) certificate (with current rent roll and accounts receivable report attached) for the Property containing the following information with respect to each Lease: (i) a description of the space occupied thereby (including square feet, type of space, floor and tenant's pro rata share of common elements),, (ii) tenant's name, (iii) the commencement date and expiration date thereof, (iv) the rental rate per square foot, (v) the amount of fixed monthly rental, (vi) the amount of any percentage or other additional rental and/or common area maintenance, tax, insurance and operating expenses and any other charges payable thereunder and, if applicable, the base year used in each Lease, (vii) the amount of any prepayment in rental, (viii) the amount of the security deposit or any other deposit thereunder, (ix) any free rent, concessions, rebates, refunds, refurbishment allowances or other inducements which any tenant will be entitled to receive after December 31, 2000 (including, without limitation, any of the foregoing that may be payable in connection with renewals, extensions or expansions expressly contemplated in any of such Leases), (x) any options provided thereunder, including, without limitation, any renewal options, expansion options, purchase options and rights of first refusal and (xi) delinquency in rental or other charges set forth in the attached accounts receivable report.
(3) To the extent in Xxxxxxxx' possession or reasonably available to Xxxxxxxx, copies of all Authorizations including, without limitation, all certificates of occupancy, permits, authorizations, approvals (including drawings and enacting ordinances, if any), special exceptions, variances, and licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property. For the purpose of this Agreement any Submission Matters in the possession of Xxxxxxxx or Xxxxxxxx' management company shall be deemed to be "reasonably available to Xxxxxxxx."
(4) To the extent in Xxxxxxxx' possession or reasonably available to Xxxxxxxx: (X) operating statements showing all income and expenses, profits and losses of the Property for the previous three (3) calendar years, which shall reflect (i) ad valorem taxes for the City, County and State or Commonwealth; (ii) expenses incurred for such period for water, electricity, natural gas and other utility charges; (iii) other operating expenses; (iv) total rents collected from tenants for such periods; and (v) other revenue collected and nature of such revenue; and (Y) financial statements for the Property for the previous three (3) calendar years, including, if available, the reports of accountants thereon.
(5) Operating and capital expenditure budgets for the current calendar year and, to the extent in Xxxxxxxx' possession or reasonably available to Xxxxxxxx, for the previous three (3) calendar years.
(6) All existing surveys and title policies for the Property that are reasonably available to Xxxxxxxx.
(7) A complete list of all Operating Agreements and leasing commission agreements in effect as of the date of this Agreement and complete copies of all such Operating Agreements and leasing commission agreements.
(8) A complete list of all Tangible Personal Property.
(9) To the extent in Xxxxxxxx' possession or reasonably available to Xxxxxxxx, any information in Xxxxxxxx' possession or reasonably available to Xxxxxxxx regarding current renditions or assessments on the Property or notices relative to change in valuation for ad valorem taxes.
(10) A complete list of all Warranties and Guaranties in effect as of the date of this Agreement and complete copies of all such Warranties and Guaranties.
(11) Copies of all soil tests, structural engineering tests, inspection reports, asbestos surveys, masonry tests, percolation tests, water, oil, gas, mineral, radon, formaldehyde, PCB or other environmental tests, audits or reports, market studies and site plans related to the Property in Xxxxxxxx' possession or reasonably available to Xxxxxxxx, together with copies of any and all correspondence, reports and other written documentation regarding the environmental aspects of the property or any toxic substances or equipment affecting or related to the Property.
(12) If in Xxxxxxxx' possession or reasonably available to Xxxxxxxx, copies of complete sets of all architectural, mechanical, structural and/or electrical plans and specifications used in connection with the construction of or alterations or repairs to the Property.
(13) If in Xxxxxxxx' possession or reasonably available to Xxxxxxxx, copies of as-built plans and specifications for the Property.
(14) Parking, structural, mechanical or other engineering reports or studies related to the Property, if any, in Xxxxxxxx' possession or reasonably available to Xxxxxxxx.
(15) To the extent in the possession of Xxxxxxxx or any affiliate of Xxxxxxxx or Xxxxxxxx' property manager, copies of credit reports and financial information on all tenants in possession of any of the Property and of any guarantors of such tenants' obligations.
(16) Copies of all approvals from any owners associations having jurisdiction over the Real Property and copies of all correspondence from any such owners association.
(17) Copies of the Existing Notes, Existing Liens and copies of any uncured notices of default or event of default from the holder(s) of the Existing Notes.
(18) A copy of each Ground Lease, and all amendments thereto.
(19) Copies of all Insurance Policies in effect, together with the name and telephone number of either a contact person at each insurance company or the insurance broker involved with the issuance of the Insurance Policies. During the Study Period and thereafter until the Closing, Xxxxxxxx shall make available to Brandywine OP, copies of all materials, correspondence, books, records, financial statements, operating statements and any and all other materials or information relating to the Property which come into Xxxxxxxx' possession or control or are otherwise reasonably available to Xxxxxxxx from and after the date on which the Submission Matters were delivered to Brandywine OP.
(a) but reserves the right to require, and Xxxxxxxx hereby agrees to deliver, to the extent available to it, any item described in SECTION 2.4(b) not previously delivered at any time during the period expiring six (6) months after the Closing Date, which agreement shall survive the Closing Date for such six (6) month period.
(c) Brandywine OP shall indemnify and defend Xxxxxxxx against any loss, damage or claim for personal injury or property damage (including reasonable attorney's fees) arising from the entry upon the Property pursuant to this SECTION 2.4 by Brandywine OP or any agents, contractors or employees of Brandywine OP. Brandywine OP, at its own expense, shall restore any damage to the Property caused by any of the tests or studies made by Brandywine OP. This provision shall survive any termination of this Agreement and a closing of the transaction contemplated hereby.
(d) On or before 5:00 p.m. Dallas, Texas time on the date that is five (5) days after the date of this Agreement, Xxxxxxxx shall deliver to Brandywine OP, at Xxxxxxxx' sole cost and expense, the most recent Surveys of the Land and the Improvements for all of the Land and Improvements which constitute the Property, which are in the possession of Xxxxxxxx. Such Surveys shall have been prepared by a Surveyor(s) licensed to practice in the State where the Property is located. During the Study Period, Brandywine OP shall have the right to update such Surveys, at Brandywine OP's sole cost. On or before the Closing Date, Brandywine OP shall cause the Title Company to furnish to Brandywine OP, at Xxxxxxxx' sole cost and expense, (i) a title insurance commitment bearing an effective date subsequent to the date of this Agreement issued by the Title Company covering the Real Property, binding the Title Company to issue a ALTA Form Owner's Policy of Title Insurance, showing title (which shall be leasehold title in the case of the Leasehold Estate Land) to be held currently by Xxxxxxxx in a good, indefeasible and insurable condition, together with legible copies of all documents identified in such title insurance commitment as exceptions to title certified as true and complete by the Title Company (collectively, the "TITLE COMMITMENT"), and (ii) reports of searches of the Uniform Commercial Code records of both the county and State in which the Property is located (collectively, the "UCC REPORTS") with respect to the state of title to the Property. Prior to the expiration of the Study Period, Brandywine OP shall notify Xxxxxxxx of any matters shown on the Survey or identified in the Title Commitment or the UCC Reports that Brandywine OP is unwilling to accept (collectively, "BRANDYWINE OP'S OBJECTIONS"); however, Brandywine OP may not object to any Ground Lease, the Existing Notes and Existing Liens. If any of Brandywine OP's Objections consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics' liens, tax liens or other liens or charges in a fixed sum or capable of computation as a fixed sum, then, to that extent, notwithstanding anything herein to the contrary, Xxxxxxxx shall be obligated to pay and discharge (or bond against in a manner sufficient to cause the Title Company to insure over such Brandywine OP's Objections) any such Brandywine OP's Objections and Escrow Agent is authorized to pay and discharge at Closing such Brandywine OP's Objections to the extent not paid and discharged or bonded against at Closing. Xxxxxxxx shall not be obligated to incur any expenses to cure any non-monetary Brandywine OP's Objections (including, without limitation, any lis pendens filed against the Property) unless Xxxxxxxx agrees to cure such non-monetary Brandywine OP's Objections as hereinafter provided. Xxxxxxxx shall notify Brandywine OP on or before the Closing Date whether Xxxxxxxx agrees to cure such non-monetary Brandywine OP's Objections. If Xxxxxxxx notifies Brandywine OP in writing on or before the Closing Date that Xxxxxxxx agrees to cure such non-monetary Brandywine OP's Objections, Xxxxxxxx shall correct such non-monetary Brandywine OP's Objections on or before the Closing Date to the reasonable satisfaction of Brandywine OP. If Xxxxxxxx does not notify Brandywine OP on or before the Closing Date of its agreement to cure such non-monetary Brandywine OP's Objections, Xxxxxxxx shall be deemed to have elected not to cure such non-monetary Brandywine OP's Objections, and Brandywine OP shall elect (1) to waive such non-monetary Brandywine OP's Objections or (2) to terminate this Agreement, in which case the Deposit shall be promptly returned to Brandywine OP and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. Xxxxxxxx shall not, after the date of this Agreement, subject the Real Property to or permit or suffer to exist any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes or take any other action which may affect or modify the status of title without Brandywine OP's prior written consent. The Existing Notes, Existing Liens, each Ground Lease and all title matters revealed by the Title Commitment, UCC Reports and Survey and not objected to by Brandywine OP as provided above (other than those rendering title defeasible and delinquent taxes, mortgages, deeds of trust, security agreements and other liens and charges that are to be paid at Closing or bonded against as provided above) shall be deemed Permitted Title Exceptions. Notwithstanding the foregoing, Brandywine OP shall not be required to take title to the Real Property subject to any matters which (i) may arise subsequent to the effective date of the Title Commitment, UCC Reports and Survey examined by Brandywine OP during the Study Period and (ii) impairs title to any portion of the Property and will not be released or bonded against on or before the Closing Date. If a title exception is disclosed by the Title Company which was not shown in the Title Commitment or Survey and was not the result of Xxxxxxxx' acts or omissions, then, unless Xxxxxxxx notifies Brandywine OP in writing by the Closing Date that Xxxxxxxx agrees to take such action as may be necessary to release such title exception on or before the Closing Date, Brandywine OP may (i) terminate this Agreement by written notice to Xxxxxxxx, in which event the Deposit shall be promptly returned to Brandywine OP and the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement, or (ii) waive its objections to such title exception and consummate the transactions contemplated herein.
(e) Notwithstanding anything in this Agreement to the contrary, the parties hereto agree that Grande B shall be acquiring Lake Center IV on the Closing Date, and the Deed, Xxxx of Sale, Assignment of Leases and other conveyance documents to be executed and delivered by Xxxxxxxx as to Lake Center IV on the Closing Date shall name Grande B as the purchaser of Lake Center IV.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Prentiss Properties Trust/Md)
Study Period. (a) Xxxxxxxx Purchaser and its agents, contractors contractors, auditors, engineers, attorneys, employees, consultants, other representatives and duly authorized representatives potential lessees, partners, and lenders (collectively, “Purchaser Parties”) shall have the right, until 5:00 p.m., DallasSeattle, Texas Washington time on the last day of the Study Period, and thereafter unless, as provided below, Xxxxxxxx notifies Brandywine OP if Purchaser does not notify Seller in writing prior to the expiration of the Study Period that Xxxxxxxx Purchaser has elected to terminate this Agreement, to enter upon the Real Property upon not less than two (2) business days prior notice to Seller, and to perform, at its Purchaser’s expense, such economic, surveying, engineering, topographic, environmental, marketing and other tests, studies and investigations as Xxxxxxxx Purchaser may xxxx deem appropriate. If such tests, studies and investigations do not warrant, in Xxxxxxxx' Purchaser’s sole, absolute and unreviewable discretion, the acceptance purchase of the Tysons Partnership Interest Property for the purposes contemplated by XxxxxxxxPurchaser, then Xxxxxxxx may elect not Purchaser shall deliver notice to Seller that Purchaser intends to proceed with this transaction in accordance with 8665334v.12 and shall notify Brandywine OP and Escrow Agent, in writing subject to the terms of this Agreement. In the event Purchaser terminates this Agreement prior to the expiration of the Study Period, that Xxxxxxxx has elected Period or fails to give such notice (which failure shall be deemed an election to terminate this Agreement), in which event this Agreement automatically shall terminate, the Deposit shall be promptly returned delivered to Xxxxxxxx Seller and Xxxxxxxx Purchaser and Seller shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. If Xxxxxxxx Purchaser Parties shall have no discussions, correspondence, or other contact with any Hotel Employees unless coordinated in advance with Seller; provided, however, it is agreed that Seller shall use commercially reasonable efforts to cause Manager to provide Purchaser access to the general manager, the director of sales, the director of engineering and the director of human resources for the Hotel.
(b) Within five (5) calendar days following the Effective Date, to the extent in Seller’s or Operating Lessee’s possession, Seller shall deliver (unless otherwise provided below) copies (or use commercially reasonable efforts to cause Manager to deliver to the extent not in Seller’s or Operating Lessee’s possession but in Manager’s possession) of the following to Purchaser at Seller’s expense to the extent they relate to the Hotel (items (1) – (18) shall be referred to herein as the “Submission Matters”):
(1) Copies of all Occupancy Agreements in effect as of the date of this Agreement.
(2) A copy of the Management Agreement, including all amendments thereto and any relevant side letters.
(3) Copies of all Authorizations including, without limitation, all certificates of occupancy, zoning and any existing written confirmation of any zoning designations if any, permits, authorizations, approvals, liquor licenses, liquor license applications and licenses issued by Governmental Authorities having jurisdiction over the Property and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar functions) relating to the Property.
(4) Copies of all Operating Agreements and Leased Property Agreements.
(5) Copies of all Employment Agreements.
(6) Financial and operating statements for the Property for the shorter of (x) the previous three (3) calendar years and the year to date, or (y) the period Seller has owned the Property.
(7) The operating and capital expenditure budget for the Property for the shorter of (x) the current calendar year and for the previous three (3) calendar years, and (y) the period Seller has owned the Property.
(8) Copies of all Warranties and Guaranties (available at the Property). 8665334v.12
(9) Copies of any soil tests or other environmental tests, audits or reports related to the Property.
(10) Copies of any parking, structural, mechanical or other engineering reports related to the Property (available at the Property).
(11) Copies of Seller’s most recent title insurance policy and survey covering the Real Property (the “Survey”).
(12) All real estate and personal property tax statements with respect to the Property and notices of appraised value for the Real Property, for the current year to date.
(13) All records of sales, use, B&O and rooms/occupancy taxes with respect to the Property, and any special assessments with respect to the Property being located in a special taxing district if applicable, for the current year to date.
(14) All plans and specifications relating to the Property, as well as copies of any environmental reports, topographical, boundary or "as built" surveys, engineering reports, without payment of any additional consideration therefor (if available, they will be made available to Purchaser at the Property and not delivered to Purchaser).
(15) All notices of violations received from Governmental Authorities in the past 12 months in connection with the Property, which notices relate to violations which have not been cured.
(16) Advance Bookings (available at the Property).
(17) All reports provided by Manager to Seller or Operating Lessee pursuant to Section 4.01(A), Section 4.01(B) and Section 4.04 of the Management Agreement for the shorter of (x) the current calendar year and for the previous three (3) calendar years, and (y) the period Seller has owned the Property.
(18) Such other documents reasonably requested by Purchaser pertaining to the Property or the operations of the Hotel. In the event Seller fails to make available any of the Submission Matters as provided above or fails to provide any of the items specified in Section 2.4(e) below as provided therein, Purchaser shall give Seller notice thereof so that Seller shall have an opportunity to cure such failure by providing such items. In the event Seller does not provide such Submission Matters or items specified in Section 2.4(e) prior to the expiration of the Study Period, Purchaser’s sole remedy shall be to terminate this Agreement on or before the expiration of the Study Period in which case the entire Deposit shall be delivered to Seller. In the event Purchaser does not so notify Brandywine OP of its determination to terminate this Agreement prior to the expiration of the Study Period, then Xxxxxxxx Purchaser shall be deemed to have waived its right such failure.
(c) If for any reason whatsoever Purchaser does not purchase the Property, Purchaser shall promptly deliver to terminate this Agreement Seller all copies of all the Submission Matters and any other 8665334v.12 materials delivered to Purchaser or Purchaser Parties; provided, however, that Purchaser shall not be obligated to deliver to Seller any materials of a proprietary nature (such as, for the purposes of example only, any financial forecasts or market repositioning plans) prepared for Purchaser or Purchaser Parties in connection with the Property. Seller shall have the option to buy from Purchaser at cost all third-party reports prepared by or for Purchaser or Purchaser Parties with respect to the Property, and Seller acknowledges that any such materials delivered to Seller pursuant to this SECTION 2.4sentence shall be without warranty or representation whatsoever other than that such materials have been fully paid for and may be delivered to Seller. The provisions of this Section 2.4(c) shall survive the termination of this Agreement.
(bd) Brandywine OP has delivered Purchaser shall indemnify, hold harmless and defend Seller, Operating Lessee and Manager from and against any loss, damage, liability or made available at the Property the following to Xxxxxxxx:
(1) Copies of all Leases in effect as of the date of this Agreementclaim for personal injury or property damage and any other loss, together withdamage, liability, claim or lien to the extent in Brandywine OP's possession arising from the acts at or reasonably available upon the Real Property by Purchaser or Purchaser Parties or any agents, contractors or employees of any of them, INCLUDING ANY SUCH LOSS, DAMAGE OR CLAIM TO WHICH THE NEGLIGENCE OF SELLER, OPERATING LESSEE AND/OR MANAGER MAY HAVE CONTRIBUTED, but excluding any such loss, damage or claim if and to Brandywine OPthe extent caused by (i) the gross negligence or reckless or willful misconduct of Seller, copies Operating Lessee and/or Manager or its respective agents, contractors, auditors, engineers, attorneys, employees, consultants and other representatives or (ii) the mere discovery of all correspondence received from or sent to tenants pre-existing conditions at the Property. Purchaser understands and agrees that any on-site inspections of the Property shall occur at reasonable times agreed upon by Seller and Purchaser after not less than two (2) calendar days prior written notice to Seller and shall be conducted so as not to interfere unreasonably with the operation of the Property and the use of the Property by the tenants and the guests of the Hotel. Seller, Operating Lessee and/or Manager shall have the right to have a representative present during any such inspections. If Purchaser desires to do any invasive testing at the Property, Purchaser shall do so only after notifying Seller and obtaining Seller’s prior written consent thereto, which consent shall not be unreasonably withheld or delayed and may be subject to reasonable terms and conditions as may be proposed by Seller. Purchaser shall not permit any liens to attach to the Property by reason of such inspections. Purchaser shall (i) restore the Property, at its own expense, to substantially the same condition which existed prior to any inspections or other activities of Purchaser thereon; and (ii) be responsible for and pay any and all liens by contractors, subcontractors, materialmen, or laborers performing the inspections or any other work for Purchaser or Purchaser Parties on or related to the Property. At Seller’s request, Purchaser or Purchaser’s contractors and others performing any tests and studies on the Property on Purchaser’s behalf shall first present to Seller reasonably satisfactory evidence that such party is adequately insured in order to reasonably protect Seller, Operating Lessee and Manager from any loss, liability, or damage arising out of the performance of such tests or studies. Purchaser shall not solicit for employment any Hotel Employees except for employment at the Hotel in accordance with this Agreement if the transaction is consummated. The provisions of this Section 2.4(d) shall survive any termination of this Agreement and a closing of the transaction contemplated hereby.
(2e) Seller has ordered from the Title Company for delivery to Purchaser and Seller, a Rent Roll title insurance commitment issued by the Title Company covering the Real Property, binding the Title Company to issue the Owner’s Title Policy together with legible copies (herein so called) certificate (with current rent roll and accounts receivable report attached) for to the Property containing the following information with respect to each Lease: (i) a description of the space occupied thereby (including square feet, type of space, floor and tenant's pro rata share of common elements),extent such 8665334v.12
Appears in 1 contract
Samples: Purchase and Sale Agreement (Ashford Hospitality Prime, Inc.)
