Due Diligence Costs. Except as otherwise expressly provided herein, Sellers and Buyer shall bear and pay their own respective costs incurred in connection with Buyer's due diligence investigations.
Due Diligence Costs. If a Non-Core Parcel or Virginia Parcel is to be transferred to a third-party purchaser pursuant to SECTION 8.3 below, and provided Buyer has not elected to submit a counter-offer as permitted by said SECTION 8.3, then concurrently with the execution and delivery of the Transition Agreement pertaining to such Parcel pursuant to SECTION 8.3(a) below, Buyer shall deliver to Seller, such third-party purchaser and their designees any and all appraisals, environmental reports, Title Reports and Surveys prepared by or for Buyer with respect to such Parcel in connection with the transactions contemplated herein. Concurrently with the delivery by Buyer of such appraisals, environmental reports, Title Reports and Surveys, Buyer shall assign to Seller, such third-party purchaser and/or their designees, by written assignment in a form reasonably required by Seller, all of Buyer's rights in and to such appraisals, environmental reports, Title Reports and Surveys. Seller shall use its good faith efforts to cause such third-party purchaser to reimburse the Buyer for the actual cost of all such appraisals, environmental reports, Title Reports and Surveys that are so delivered and assigned to Seller, such third-party purchaser and/or their designees at the time of assignment of the same. To the extent that such third-party purchaser does not so reimburse the Buyer for the actual cost of such appraisals, environmental reports, Title Reports and/or Surveys after Seller has used its good faith efforts to cause such third-party to so reimburse Buyer, then promptly following the assignment of such appraisals, environmental reports, Title Reports and/or Surveys as provided above, Seller shall reimburse Buyer for (and shall pay to Buyer) the actual cost of all such appraisals, environmental reports, Title Reports and Surveys (to the extent the same have not been reimbursed by such third-party purchaser); PROVIDED THAT, in no event shall the aggregate payments made by Seller to Buyer hereunder with respect to the Non-Core Parcel and/or Virginia Parcel appraisals, environmental reports, Title Reports and/or Surveys exceed Thirty Thousand Dollars ($30,000) in total for all Non-Core Parcels and Virginia Parcels. Any costs pertaining to such appraisals, environmental reports, Title Reports and Surveys that are not reimbursed to Buyer by the third-party purchaser or Seller (as provided hereinabove) shall be borne exclusively by Buyer.
Due Diligence Costs. Upon the earlier to occur of December 15, 2017 or the date Tenant closes the Construction Loan, Tenant shall pay Landlord the sum of Sixty Thousand Three Hundred Forty and No/100 Dollars ($60,340.00) to compensate Tenant for certain due diligence costs and other expenses incurred by Tenant in connection with the Project. In addition, Landlord hereby agrees to pay, when due, all of the costs and expenses described on Exhibit M.
Due Diligence Costs. Operating Member, SRT, GAP and their respective Affiliates have heretofore incurred, and may hereafter incur, third party out-of-pocket costs and expenses in connection with the negotiation of the Purchase Agreement, including without limitation, their due diligence analyses and other evaluations of the Initial Company Property and any engineering and feasibility costs and expenses (collectively, the “Contract and Due Diligence Costs”; such costs shall include, without limitation, costs (including, without limitation, attorneys’ fees) incurred by GAP in reviewing and analyzing work conducted by Operating Member or its agents but will exclude any costs incurred by SRT or Operating Member in connection with the negotiation of the Purchase Agreement). GAP, GAP Party, SRT and Operating Member have heretofore incurred third party costs and expenses in connection with the negotiation and execution of this Agreement, and the Property Management Agreement (collectively, the “Member Negotiation Expenses”). For purposes of this Section 4.01(b), Operating Member’s and SRT’s Member Negotiation Expenses shall be limited to the actual third party costs and expenses incurred by Operating Member and SRT solely in connection with the negotiation and execution of this Agreement, and the Property Management Agreement (and shall exclude, without limitation, any other costs and expenses that Operating Member or SRT may have incurred or may hereafter incur in connection with any prior negotiations and/or transactions with any Person other than GAP or GAP Party relating to the Initial Company Property. Provided that the Company acquires the Initial Company Property pursuant to the Purchase Agreement, (i) the Company shall pay or reimburse GAP for (A) all Contract and Due Diligence Costs, (B) all Member Negotiation Expenses incurred by GAP and GAP Party, and (ii) the Company shall pay or reimburse Operating Member and SRT for all such Member Negotiation Expenses incurred by Operating Member and SRT, in each case, to the extent such Member seeking reimbursement has provided the Company and the other Members with documentary evidence and such other evidence, reasonably satisfactory to the Company, relating to such Member Negotiation Expenses, and so that each Member’s share of all such costs, expenses and consideration shall be in proportion to their respective Percentage Interests.
Due Diligence Costs. Sellers shall incur and pay such third party costs and expenses as may be requested by Purchaser in connection with Purchaser's due diligence investigation with respect to the Assets, including without limitation any inspection costs incurred pursuant to Section 3.2 and the cost of obtaining any items not in any Seller's or in any of such Seller's Affiliate's possession pursuant to Sections 3.3(a) and 3.3(b) (all such costs, collectively, "Due Diligence Costs"); provided, however, that the maximum amount of Due Diligence Costs that Sellers shall be required to incur and pay hereunder shall be limited to (i) $[*] prior to the First Closing, and (ii) a cumulative amount of $[*]. The Sellers will have the sole responsibility for apportioning any costs to be borne by them under this Section 3.3(c)
Due Diligence Costs. On the Closing Date of the first Company formed pursuant to this Agreement, such Company will reimburse Apollo for its out-of-pocket and third-party costs associated with and incurred in connection with formation and creation of such Company. Subject to Apollo's approval, on such Closing Date, the Company will reimburse HWS and Watermark for their out-of-pocket and third-party costs associated with and incurred in connection with formation and creation of such Company. On the Closing Date of any subsequent Company formed pursuant to this Agreement, such Company will reimburse Apollo for its out-of-pocket and third-party costs associated with and incurred in connection with formation and creation of that Company, and, subject to Apollo's approval, on such Closing Date, the Company will reimburse HWS and Watermark for their out-of-pocket and third-party costs associated with and incurred in connection with formation and creation of that Company.
Due Diligence Costs. If Buyer has not terminated this Agreement, Seller shall cause Target to convey title to each Property to Buyer at the Closing subject to no exceptions other than the following ("PERMITTED EXCEPTIONS"): (i) those exceptions or matters set forth in the Title Commitment and Survey not disapproved by Buyer in the manner provided above or if disapproved, which Seller has not agreed to remove, (ii) the documents called for by this Agreement to be recorded at the Closing, or (iii) any lien placed on the Property at Closing by Buyer. If Seller agrees to remove or cause Target to remove any of the matters in the Title Objection Notice, Seller shall exercise its reasonable, good faith efforts to remedy, or cause Target to remedy, to Buyer's satisfaction any such matter as promptly as possible. Buyer shall take title to the Property at the Closing if Target or Seller cures, on or before the Closing, any such title or Survey defects identified by Buyer in the Title Objection Notice. If Seller agrees to remove any matters set forth in the Title Objection Notice and, despite the exercise of its (and/or Target's) reasonable, good faith efforts, is not able to cure, on or before the Closing, any such title or Survey defects, Buyer shall have the right, either then or at the end of the 60 day cure period referenced in Section 3.1(d)(B) below, to (A) take title to the Property subject to such title or Survey defects without abatement or reduction of the Purchase Price, or (B) extend the Closing Date for an additional period of time not to exceed sixty (60) days to afford Seller or Target, as the case may be, additional time to cure such title defects or (C) elect to terminate this Agreement and receive its Deposit in which event Seller shall also pay Buyer's Due Diligence Costs.
Due Diligence Costs. In consideration for the other Manager Fees payable to the Manager, the costs and expense of complying with Section 1.02 (including without limitation travel costs and expenses incurred to identify and preliminarily evaluate prospective Projects) shall be borne by the Manager without charge to or reimbursement by the Company except as expressly provided in the following sentence. If, and only if, a Project receives Initial Certification, then after such Initial Certification of that Project, the Manager will be reimbursed for the reasonable out-of-pocket expenses incurred by the Manager in evaluating and/or acquiring that Project, but not any internal Manager cost or expenses and not any costs or expenses incurred in identifying or evaluating prospective Projects that do not receive Initial Certification. Reimbursable travel related expenses shall not exceed economy class airfare, three (3) star or equivalent hotels, standard rental cars and the like.
Due Diligence Costs. In the event that the County elects to exercise its ROFR, Seller shall reimburse Buyer for the reasonable third-party costs and expenses incurred by Buyer in performing its due diligence investigations with respect to the Property up to an amount not to exceed $25,000 in the aggregate.
