Common use of Buyer’s Conditions Precedent Clause in Contracts

Buyer’s Conditions Precedent. Subject to the provisions of Section 9.3 hereof, Seller has provided and/or shall provide Buyer and its consultants and other agents and representatives with access to the Property to perform Buyer’s inspections and review and determine the present condition of the Property. Seller has delivered or made available to Buyer at Seller’s offices or at the Real Property or on a website, and has delivered or made available to Buyer at Seller’s offices or at the Real Property or on a website, copies of all Due Diligence Materials (as defined in Section 2.2 below) in Seller’s possession, except as otherwise specifically provided herein. Notwithstanding anything to the contrary contained herein, the Due Diligence Materials shall expressly exclude (i) those portions of the Due Diligence Materials that would disclose Seller’s cost of acquisition of the Real Property, or cost of construction of the Improvements and related soft costs, or any estimates of costs to repair, replace, remediate or maintain the Real Property, (ii) any reports, presentations, summaries and the like prepared for any of Seller’s boards, committees, partners or investors in connection with its consideration of the acquisition of the Real Property, construction of the Improvements or sale of the Property, (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective purchasers of the Property or any part thereof, (iv) Seller’s internal memoranda, attorney-client privileged materials, appraisals, structural or physical inspection reports, and (v) any information which is the subject of a confidentiality agreement between Seller and a third party (the items described in clauses (i), (ii) (iii), (iv) and (v) being collectively referred to as the “Confidential Information”). Buyer has reviewed and hereby approves of the following:

Buyer’s Conditions Precedent. Subject to the provisions of Section 9.3 hereof, Seller has provided and/or shall provide Buyer and its consultants and other agents and representatives with access to the Property to perform Buyer’s inspections and review and determine the present condition of the Property. Seller has delivered or made available to Buyer at Seller’s offices or at the Real Property Property, or on a website, and has delivered shall within the Delivery Period deliver or made make available to Buyer at Seller’s offices or at the Real Property or on a websiteProperty, copies of all Due Diligence Materials (as defined in Section 2.2 below) in Seller’s possession, except as otherwise specifically provided herein. Notwithstanding anything to the contrary contained herein, the Due Diligence Materials shall expressly exclude (i) those portions of the Due Diligence Materials (i.e., certain Due Diligence Materials may be redacted to the extent necessary) that would disclose Seller’s cost of acquisition of the Real Property, or cost of construction of the Improvements and related soft costs, or any estimates of costs to repair, replace, remediate or maintain the Real Property, (ii) any reports (other than environmental reports), presentations, summaries and the like prepared for any of Seller’s boards, committees, partners or investors in connection with its consideration of the acquisition of the Real Property, construction of the Improvements or sale of the Property, (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective purchasers of the Property or any part thereof, (iv) Seller’s internal memoranda, attorney-client privileged materials, appraisals, structural materials or physical inspection reports, internal appraisals and (v) any information which is the subject of a confidentiality agreement between Seller and a third party to the extent the terms thereof do not permit the disclosure thereof to prospective purchasers of the Property (the items described in clauses (i), (ii) (iii), (iv) and (v) being collectively referred to as the “Confidential Information”). Buyer has reviewed and hereby approves of the following:The “

Buyer’s Conditions Precedent. Subject to the provisions of Section 9.3 hereof, Seller has provided and/or shall provide Buyer and its consultants and other agents and representatives with access to the Property to perform Buyer’s inspections and review and determine the present condition of the Property. Seller has delivered or made available to Buyer at Seller’s offices or at the Real Property Property, or on a website, and has delivered shall prior to the Effective Date deliver or made make available to Buyer at Seller’s offices or at the Real Property or on a websiteProperty, copies of all Due Diligence Materials (as defined in Section 2.2 below) in Seller’s possessionpossession or control of Seller or any Seller Related Parties, except as otherwise specifically provided herein. Notwithstanding anything to the contrary contained herein, the Due Diligence Materials shall expressly exclude (i) those portions of the Due Diligence Materials that would disclose Seller’s cost of acquisition of the Real Property, or cost of construction of the Improvements and related soft costs, or any estimates of costs to repair, replace, remediate or maintain the Real Property, Property (ii) any reports, presentations, summaries and the like prepared for any of Seller’s boards, committees, partners or investors in connection with its consideration of the acquisition of the Real Property, construction of the Improvements Property or sale of the Property, (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective purchasers of the Property or any part thereof, (iv) Seller’s internal memoranda, attorney-client privileged materials, appraisals, structural materials or physical inspection reports, internal appraisals and (v) any information which is the subject of a confidentiality agreement between Seller and a third party (the items described in clauses (i), (ii) (iii), (iv) and (v) being collectively referred to as the “Confidential Information”). Buyer has reviewed Buyer’s obligation to purchase the Property is conditioned upon Buyer’s review and hereby approves approval of the following, within the applicable time periods described in Sections 2.2 and 4.1 hereof and Seller’s delivery of such items in the condition approved by Buyer:

Buyer’s Conditions Precedent. Subject to the provisions of Section 9.3 hereof, Seller has provided and/or shall provide Buyer and its consultants and other agents and representatives with access to the Property to perform Buyer’s inspections and review and determine the present condition of the Property. Seller has delivered or made available to Buyer at Seller’s offices or at the Real Property Property, or on a website, and has delivered shall within the Delivery Period (as defined below) deliver or made make available to Buyer at its internet-based due diligence depository (CMS), at Seller’s offices or at the Real Property or on a websiteProperty, copies of all Due Diligence Materials (as defined in Section 2.2 below) in Seller’s possession, except as otherwise specifically provided herein. Notwithstanding anything to the contrary contained herein, the Due Diligence Materials shall expressly exclude (i) those portions of the Due Diligence Materials that would disclose Seller’s cost of acquisition of the Real Property, or cost of construction of the Improvements and related soft costs, or any estimates of costs to repair, replace, remediate or maintain the Real Property, (ii) any reports, presentations, summaries and the like prepared for any of Seller’s boards, committees, partners or investors in connection with its consideration of the acquisition of the Real Property, construction of the Improvements or sale of the Property, (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective purchasers of the Property or any part thereof, (iv) Seller’s internal memoranda, attorney-client privileged materials, internal appraisals, structural or physical inspection reports, and (v) any information which is the subject of a confidentiality agreement between Seller and a third party (the items described in clauses (i), (ii) (iii), (iv) and (v) being collectively referred to as the “Confidential Information”). Notwithstanding the foregoing, Seller shall provide to Buyer has reviewed information that is the subject of a confidentiality agreement between Seller and hereby approves a third party but only to the extent that (A) the terms of any such confidentiality agreement permit Seller to provide such confidential information to Buyer, and (B) Buyer agrees in writing to maintain the following:confidentiality of such information. The “

Buyer’s Conditions Precedent. Subject to the provisions of Section 9.3 hereof, Seller has provided and/or shall provide through Closing or the earlier termination of this Agreement, Buyer and its consultants and other agents and representatives with access to the Property to perform Buyer’s inspections and studies and review and determine the present condition of the Property. Buyer shall also have the right to interview Seller’s property manager and tenants leasing space in the Property. Seller has delivered or made available to Buyer at Seller’s offices or at the Real Property or on a website, and has delivered or made shall within the Delivery Period (as defined below) deliver or make available to Buyer at Seller’s offices or at the Real Property or on a website, copies of all Due Diligence Materials (as defined in Section 2.2 below) in Seller’s possession, except as otherwise specifically provided herein. Notwithstanding anything to the contrary contained herein, the Due Diligence Materials shall expressly exclude (i) those portions of the Due Diligence Materials that would disclose Seller’s cost of acquisition of the Real Property, or cost of construction of the Improvements and related soft costs, or any estimates of costs to repair, replace, remediate or maintain the Real Property, (ii) any reports, presentations, summaries and the like prepared for any of Seller’s boards, committees, partners or investors in connection with its consideration of the acquisition of the Real Property, construction of the Improvements or sale of the Property, (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective purchasers of the Property or any part thereof, (iv) Seller’s internal memoranda, attorney-client privileged materials, appraisals, structural or physical inspection reports, and (v) any information which is the subject of a confidentiality agreement between Seller and a third party (the items described in clauses (i), (ii) (iii), (iv) and (v) being collectively referred to as the “Confidential Information”). Buyer has reviewed and hereby approves of the following:The “

Buyer’s Conditions Precedent. Subject to the provisions of Section 9.3 hereof, Seller has provided and/or shall provide Buyer and its consultants and other agents and representatives with access to the Property to perform Buyer’s inspections and review and determine the present condition of the Property. Seller has delivered or made available to Buyer at Seller’s offices or at the Real Property or on a websitewebsite all of those items listed on Schedule 2 attached hereto, and has delivered shall within the Delivery Period (as defined below) deliver or made make available to Buyer at Seller’s offices or at the Real Property or on a website, copies of all other Due Diligence Materials (as defined in Section 2.2 below) in Seller’s possession, except as otherwise specifically provided hereinherein along with all other documents and materials in Seller’s possession or reasonably available to Seller relating to the ownership or operation of the Property as Buyer may reasonably request. Notwithstanding anything to the contrary contained herein, the Due Diligence Materials shall expressly exclude (i) those portions of the Due Diligence Materials that would disclose Seller’s cost of acquisition of the Real Property, or cost of construction of the Improvements and related soft costs, or any estimates of costs to repair, replace, remediate or maintain the Real Property, (ii) any reports, presentations, summaries and the like prepared for any of Seller’s boards, committees, partners or investors in connection with its consideration of the acquisition of the Real Property, construction of the Improvements or sale of the Property, (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective purchasers of the Property or any part thereof, (iv) Seller’s internal memoranda, attorney-client privileged materials, materials or internal appraisals, structural or physical inspection reports, and (v) any information which is the subject of a confidentiality agreement between Seller and a third party (the items described in clauses (i), (ii) (iii), (iv) and (v) being collectively referred to as the “Confidential Information”). Buyer has reviewed and hereby approves of the following:The “

Buyer’s Conditions Precedent. Subject to the provisions of Section 9.3 hereof, Seller has provided and/or shall provide Buyer and its consultants and other agents and representatives with access to the Property to perform Buyer’s 's inspections and review and determine the present condition of the Property. Seller has either delivered to Buyer's offices or made available to Buyer at Seller’s offices or at the Real Property or on a website, and has delivered or made available to Buyer at Seller’s offices or at the Real Property or on a website, copies of all Due Diligence Materials (as defined in Section 2.2 below) in Seller’s possession's possession or reasonably accessible to Seller, except as otherwise specifically provided herein. Notwithstanding anything to the contrary contained herein, the Due Diligence Materials shall expressly exclude (i) those portions of the Due Diligence Materials that would disclose Seller’s 's cost of acquisition of the Real Property, or cost of construction of the Improvements and related soft costs, or any estimates of costs to repair, replace, remediate or maintain the Real Property, (ii) any reports, presentations, summaries and the like prepared for any of Seller’s 's boards, committees, partners or investors in connection with its consideration of the acquisition of the Real Property, construction of the Improvements or sale of the Property, (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective purchasers of the Property or any part thereof, (iv) Seller’s 's internal memoranda, attorney-client privileged materials, or internal appraisals, structural or physical inspection reports, and (v) any information which is the subject of a confidentiality agreement between Seller and a third party (the items described in clauses (i), (ii) (iii), (iv) and (v) being collectively referred to as the “Confidential Information”"CONFIDENTIAL INFORMATION"). Buyer has reviewed Buyer's obligation to purchase the Property is conditioned upon Buyer's review and hereby approves approval of the following, within the applicable time periods described in Sections 2.2 and 4.1 hereof:

Buyer’s Conditions Precedent. Subject to the provisions of Section 9.3 hereof, Seller has provided and/or shall provide Buyer and its consultants and other agents and representatives with access to the Property to perform Buyer’s inspections and review and determine the present condition of the Property. Seller has delivered or made available to Buyer at Seller’s offices or at the Real Property or on a website, and has delivered or made shall within the Delivery Period (as defined below) deliver or make available to Buyer at Seller’s offices or at the Real Property or on a website, copies of all Due Diligence Materials Property Information (as defined in Section 2.2 below) to the extent said Property Information actually exists and is in the actual possession of Seller or Seller’s possessionproperty manager, except as otherwise specifically provided herein. Notwithstanding anything to the contrary contained herein, the Due Diligence Materials Property Information shall expressly exclude (i) those portions of the Due Diligence Materials Property Information that would disclose Seller’s cost of acquisition of the Real Property, or cost of construction of the Improvements and related soft costs, or any estimates of costs to repair, replace, remediate or maintain the Real Property, (ii) any reports, presentations, summaries and the like prepared for any of Seller’s boards, committees, partners or investors in connection with its consideration of the acquisition of the Real Property, construction of the Improvements or sale of the Property, (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective purchasers of the Property or any part thereof, (iv) Seller’s internal memoranda, attorney-client privileged materials, appraisals, structural or physical inspection reports, and (v) any information which is the subject of a confidentiality agreement between Seller and a third party party, and (vi) any property condition assessment obtained by Seller prior to the date on which Seller acquired title to the Real Property (the items described in clauses (i), (ii) (iii), (iv), (v) and (vvi) being collectively referred to herein as the “Confidential Information”). Buyer has reviewed and hereby approves of the following:The “

Buyer’s Conditions Precedent. Subject to the provisions of Section 9.3 hereof, Seller has provided and/or shall provide Buyer and its consultants and other agents and representatives with access to the Property to perform Buyer’s inspections and review and determine the present condition of the Property. Seller has delivered or made available to Buyer at Seller’s offices or at the Real Property or on a website, and has delivered or made shall deliver or make available to Buyer at Seller’s offices or at the Real Property or on a website, copies of all Due Diligence Materials (as defined in Section 2.2 2.1(h) below) in Seller’s possessionpossession or in the possession of Seller’s current property managers for the Property (“Seller’s Property Managers”), except as otherwise specifically provided herein. Notwithstanding anything to the contrary contained herein, the Due Diligence Materials shall expressly exclude (i) those portions of the Due Diligence Materials that would disclose Seller’s cost of acquisition of the Real Property, or cost of construction of the Improvements and related soft costs, or any estimates of costs to repair, replace, remediate or maintain the Real Property, (ii) any reports, presentations, summaries and the like prepared for any of Seller’s boards, committees, partners or investors in connection with its consideration of the acquisition of the Real Property, construction of the Improvements or sale of the Property, (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective purchasers Buyers of the Property or any part thereof, (iv) Seller’s internal memoranda, attorney-client privileged materials, appraisals, structural or physical inspection reports, and (v) any information which is the subject of a confidentiality agreement between Seller and a third party party, and (vi) any information, income, expenses, documents, or materials relating to properties other than the Property or the income, expenses, documents, information or other materials with respect to entities which directly or indirectly own such properties or the Property (other than Seller) (the items described in clauses (i), (ii) (iii), (iv), (v) and (vvi) being collectively referred to as the “Confidential Information”). During the period prior to Closing, Buyer has reviewed and hereby approves of shall have the followingright to review:

Buyer’s Conditions Precedent. Subject to the provisions of Section 9.3 hereof, Seller has provided and/or shall provide Buyer and its consultants consultants, engineers, employees, accountants and other agents and representatives with access to the Property to perform Buyer’s inspections and review and determine the present condition of the PropertyProperty and to examine and evaluate the Due Diligence Materials. Seller has delivered to Buyer, or made available shall within the Delivery Period (as defined below) deliver to Buyer at Seller’s offices or at the Real Property or on a website, and has delivered or made available to Buyer at Seller’s offices or at the Real Property or on a websiteBuyer, copies of all Due Diligence Materials (as defined in Section 2.2 below, and including, without limitation, these items set forth in Exhibit I attached hereto) in Seller’s possessionpossession or control, except as otherwise specifically provided herein. During the pendency of this Agreement, Seller shall make available to Buyer updates of any such Due Diligence Materials coming into Seller’s possession after such initial review. Notwithstanding anything to the contrary contained herein, the Due Diligence Materials shall expressly exclude (i) those portions of the Due Diligence Materials that would disclose Seller’s cost of acquisition of the Real Property, or cost of construction of the Improvements and related soft costs, or any estimates of costs to repair, replace, remediate or maintain the Real Property, (ii) any reports, presentations, summaries and the like prepared by Seller’s lenders or agents of Seller’s lenders, Seller’s employees or agents for any of Seller’s boards, committees, partners or investors in connection with its consideration of the acquisition of the Real Property, construction of the Improvements or sale of the Property, (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective purchasers of the Property or any part thereof, (iv) Seller’s internal memoranda, attorney-client privileged materials, or internal appraisals, structural or physical inspection reports, and (v) any information which is the subject of a confidentiality agreement between Seller and a third party (the items described in clauses (i), (ii) (iii), (iv) and (v) being collectively referred to as the “Confidential Information”). Buyer has reviewed and hereby approves of the following:information

Buyer’s Conditions Precedent. Subject to the provisions of Section 9.3 hereof, Seller has provided and/or shall provide Buyer and its consultants and other agents and representatives with access to the Property to perform Buyer’s inspections and review and determine the present condition of the Property. Seller has delivered or made available to Buyer at Seller’s offices or at the Real Property Property, or on a website, and has delivered shall within the Delivery Period (as defined below) deliver or made make available to Buyer at Seller’s offices or at the Real Property or on a websiteProperty, copies of all Due Diligence Materials (as defined in Section 2.2 below) in Seller’s possessionpossession or in the files of the property manager, except as otherwise specifically provided herein. Notwithstanding anything to the contrary contained herein, the Due Diligence Materials shall expressly exclude (i) those portions of the Due Diligence Materials that would disclose Seller’s cost of acquisition of the Real Property, or cost of construction of the Improvements and related soft costs, or any estimates of costs to repair, replace, remediate or maintain the Real Property, (ii) any reports, presentations, summaries and the like prepared for any of Seller’s boards, committees, partners or investors in connection with its consideration of the acquisition of the Real Property, construction of the Improvements or sale of the Property, (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective purchasers of the Property or any part thereof, (iv) Seller’s internal memorandamemoranda (other than as may be contained in the tenant file), attorney-client privileged materials, appraisals, structural or physical inspection reports, and (v) any information which is the subject of a confidentiality agreement between Seller and a third party (the items described in clauses (i), (ii) (iii), (iv) and (v) being collectively referred to as the “Confidential Information”). Buyer has reviewed and hereby approves of the following:privileged

Buyer’s Conditions Precedent. Subject to the provisions of Section 9.3 hereof, Seller has provided and/or shall provide Buyer and its consultants and other agents and representatives with access to the Property to perform Buyer’s inspections and review and determine the present condition of the Property. Seller has delivered or made available to Buyer at Seller’s offices or at the Real Property or on a websitethrough an electronic war room for the CalTIA Industrial Portfolio prepared and managed by Seller’s Broker (the “War Room”), and has delivered or made shall within the Delivery Period (as defined below) deliver or make available to Buyer at Seller’s offices or at the Real Property or on a websitethrough the War Room, copies of all Due Diligence Materials (as defined in Section 2.2 below) in Seller’s possession, except as otherwise specifically provided herein. Notwithstanding anything to the contrary contained herein, the Due Diligence Materials shall expressly exclude (i) those portions of the Due Diligence Materials that would disclose Seller’s cost of acquisition of the Real Property, or cost of construction of the Improvements and related soft costs, or any estimates of costs to repair, replace, remediate or maintain the Real Property, (ii) any reports, presentations, summaries and the like prepared for any of Seller’s boards, committees, partners or investors in connection with its consideration of the acquisition of the Real Property, construction of the Improvements or sale of the Property, (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective purchasers of the Property or any part thereof, (iv) Seller’s internal memoranda, attorney-client privileged materials, internal appraisals, structural or physical inspection reports, and (v) any information which is the subject of a confidentiality agreement between Seller and a third party (the items described in clauses (i), (ii) (iii), (iv) and (v) being collectively referred to as the “Confidential Information”). Buyer has reviewed and hereby approves of the following:The “

Buyer’s Conditions Precedent. Subject to the provisions of Section 9.3 hereof, Seller has provided and/or and, for so long as this Agreement remains in effect (but subject to the terms hereof), shall provide Buyer and its consultants and other agents and representatives with reasonable access to the Property to perform Buyer’s 's inspections and review and determine the present condition of the Property. Seller has delivered or made available to Buyer at Seller’s 's offices or at the Real Property Property, or on a website, and has delivered shall within the Delivery Period (as defined below) deliver or made make available to Buyer at Seller’s 's offices or at the Real Property or on a websiteProperty, copies of all Due Diligence Materials (as defined in Section 2.2 below) in Seller’s 's possession, except as otherwise specifically provided herein. Notwithstanding anything to the contrary contained herein, the Due Diligence Materials shall expressly exclude (i) those portions of the Due Diligence Materials that would disclose Seller’s 's cost of acquisition of the Real Property, or cost of construction of the Improvements and related soft costs, or any estimates of costs to repair, replace, remediate or maintain the Real PropertyProperty (except to the extent publicly available), (ii) any reports, presentations, summaries and the like prepared for any of Seller’s boards, committees, partners or investors in connection with its consideration of the acquisition of the Real Property, construction of the Improvements or sale of the Property, provided that all environmental reports shall be deemed Due Diligence Materials, (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective purchasers of the Property or any part thereof, (iv) Seller’s 's internal memoranda, attorney-client privileged materials, appraisals, structural or physical inspection reports, and (v) any information which is the subject of a confidentiality agreement between Seller and a third party (the items described in clauses (i), (ii) (iii), (iv) and (v) being collectively referred to as the “Confidential Information”). Buyer has reviewed and hereby approves of the following:or

Buyer’s Conditions Precedent. Subject to the provisions of Section 9.3 hereof, Seller has provided and/or shall provide Buyer and its consultants and other agents and representatives with access to the Property to perform Buyer’s inspections and review and determine the present condition of the Property. Seller has delivered or made available to Buyer at Seller’s offices Buyer, or at shall within the Real Property Delivery Period (as defined below) deliver or on a website, and has delivered or made make available to Buyer at Seller’s offices or at the Real Property or on a websiteBuyer, copies of all Due Diligence Materials (as defined in Section 2.2 below) in Seller’s possession, except as otherwise specifically provided herein. Notwithstanding anything to the contrary contained herein, the Due Diligence Materials shall expressly exclude (i) those portions of the Due Diligence Materials that would disclose Seller’s cost of acquisition of the Real Property, or cost of construction of the Improvements and related soft costs, or any estimates of costs to repair, replace, remediate or maintain the Real Property, (ii) any reports, presentations, summaries and the like prepared for any of Seller’s boards, committees, partners or investors in connection with its consideration of the acquisition of the Real Property, construction of the Improvements or sale of the Property, (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective purchasers of the Property or any part thereof, (iv) Seller’s internal memoranda, attorney-client privileged materials, internal appraisals, structural or physical inspection reports, and projections; and (v) any information which is the subject of a confidentiality agreement between Seller and a third party (the items described in clauses (i), (ii) (iii), (iv) and (v) being collectively referred to as the “Confidential Information”). Buyer has reviewed and hereby approves of the following:The “

Buyer’s Conditions Precedent. Subject to the provisions of Section 9.3 hereof, Seller has provided and/or shall provide Buyer and its consultants and other agents and representatives with access to the Property to perform Buyer’s inspections and review and determine the present condition of the Property. Seller has delivered or made available to Buyer at Seller’s offices Buyer, or at shall within the Real Property Delivery Period (as defined below) deliver or on a website, and has delivered or made make available to Buyer at Seller’s offices or at the Real Property or on a websiteBuyer, copies of all Due Diligence Materials and Buyer’s 3-14 Audit Documents (as such terms are defined in Section 2.2 below) in Seller’s possessionpossession or control, except as otherwise specifically provided herein. Notwithstanding anything to the contrary contained herein, the Due Diligence Materials shall expressly exclude (i) those portions of the Due Diligence Materials that would disclose Seller’s cost of acquisition of the Real Property, or cost of construction of the Improvements and related soft costs, or any estimates of costs to repair, replace, remediate or maintain the Real Property, (ii) any reports, presentations, summaries and the like prepared for any of Seller’s boards, committees, partners or investors in connection with its consideration of the acquisition of the Real Property, construction of the Improvements or sale of the Property, (iii) any proposals, letters of intent, draft contracts or the like prepared by or for other prospective purchasers of the Property or any part thereof, (iv) Seller’s internal memoranda, attorney-client privileged materials, appraisals, structural or physical inspection reportsreports (other than existing environmental reports for the Property (but excluding any reports covering the Property as a part of an investigation of a larger area of real property) in Seller’s possession or control, which it shall deliver to Buyer), and (v) any information which is the subject of a confidentiality agreement between Seller and a third party (the items described in clauses (i), (ii) (iii), (iv) and (v) being collectively referred to as the “Confidential Information”). Buyer has reviewed and hereby approves of the following:The “