Due Diligence Items. Buyer’s Due Diligence shall consist of Buyer’s review and approval of the contents of the Seller Disclosures referenced in Section 7, and any other tests, evaluations and verifications of the Property deemed necessary or appropriate by Buyer, such as: the physical condition of the Property; the existence of any hazardous substances, environmental issues or geologic conditions; the square footage or acreage of the land and/or improvements; the condition of the roof, walls, and foundation; the condition of the plumbing, electrical, mechanical, heating and air conditioning systems and fixtures; the condition of all appliances; the costs and availability of homeowners’ insurance and flood insurance, if applicable; water source, availability and quality; the location of property lines; regulatory use restrictions or violations; fees for services such as XXX xxxx, municipal services, and utility costs; convicted sex offenders residing in proximity to the Property; and any other matters deemed material to Buyer in making a decision to purchase the Property. Unless otherwise provided in the REPC, all of Buyer’s Due Diligence shall be paid for by Buyer and shall be conducted by individuals or entities of Buyer's choice. Seller agrees to cooperate with Buyer’s Due Diligence. Buyer agrees to pay for any damage to the Property resulting from any such inspections or tests during the Due Diligence.
Due Diligence Items. 4.1. Seller shall, within three (3) business days after the Effective Date (the “Delivery Date”), deliver to Buyer each of the following due diligence items in Seller’s possession or reasonably available to Seller (collectively, the “Due Diligence Items”):
Due Diligence Items. Promptly after Buyer deposits the Initial Deposit with Escrow Holder (the “Delivery Date”), Seller shall provide Buyer, its agents or representatives and its prospective capital partners (provided that Buyer agrees to enter into a nondisclosure agreement with such prospective capital partner reasonably determined by Buyer to be customary for disclosure of information and materials of this nature) with access to an online data room containing the materials listed on Exhibit F for the Property (as more fully described on Exhibit F, collectively the “Due Diligence Items”). The Due Diligence Items include, without limitation, the rent rolls attached hereto as Schedule 4.1 (the “Rent Roll”), a detailed delinquency report (“Delinquency Report”), existing licenses and permits issued by any Governmental Authority (as defined below) which are held by either Seller or by any affiliate of either Seller for the benefit of Seller with respect to the Community, collectively, the “Licenses”), licensing reports, complaint letters, appeals of licensing reports, letters of correction of deficiencies, assessment of civil penalties, notices of informal conferences, notices of noncompliance conferences, copies of any pending appeals filed by either Seller in response to any DSS licensing/survey reports, any Notices of Informal Conference or Notices of Noncompliance Conference issued by DSS, and DSS Accusations. In addition, and as part of the “Due Diligence Items”, and in response to Buyer’s request which shall be deemed to have been made on the date hereof, on or before the end of the Due Diligence Period, Seller will deliver to Buyer an electronic demographics file including the information and data described on Exhibit G (the “Employee Data File”). In addition, Seller agrees that, to the extent additional Due Diligence Items are discovered by, or otherwise become available to, either Seller (or either Seller becomes aware of any changes to the Due Diligence Items previously provided to Buyer) or Buyer requests any additional Due Diligence Items, such Seller shall promptly deliver or otherwise make such Due Diligence Items available to Buyer its agents or representatives and its prospective capital partners.
Due Diligence Items. 1. Preliminary title report or title insurance commitment and underlying title documents
Due Diligence Items. 4.1. Buyer acknowledges that, prior to the Effective Date, Seller provided Buyer with due diligence materials and information previously requested by Buyer, and to the extent not previously provided, Seller shall provide the information and documents listed on Schedule 4.1 attached hereto promptly after the Effective Date to the extent in Seller’s possession or control (collectively, the “Due Diligence Items”). Seller shall provide the Buyer with any warranties relating to the Property promptly upon Seller’s receipt of the same. Except as expressly set forth in this Agreement and/or in any documents delivered at Closing, Seller expressly disclaims any representations or warranties, express or implied, with respect to the Due Diligence Items.
Due Diligence Items. At all times during the Inspection Period, Sellers will make available to Purchaser the following items (to the extent the same are in Sellers’ possession or control): to the extent not provided for by the Title Company, tax expense statements associated with the ownership of the Property during the preceding 12 months. Sellers warrant that, to the best of its knowledge, such materials will be true, complete, and correct in all material respects. During the Inspection Period, Sellers also must make available to Purchaser any third-party reports prepared on behalf of Sellers that relate to the Property. SELLERS MAKE NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY OR COMPLETENESS OF SUCH REPORTS AND SELLER WILL HAVE NO OBLIGATION TO UPDATE ANY SUCH REPORTS. If Purchaser does not purchase the Property pursuant to this Agreement, Purchaser must return all items described in this Section 11.01(d) immediately to Sellers. The provisions of this Section 11.01(d) will survive any termination of this Agreement.
Due Diligence Items. The Due Diligence Items provided to Buyer constitute all of the material documents, information, data, reports or written materials that are in response to Buyer’s written requests and related to the Property in either Seller’s possession, control or known to either Seller and do not contain any material inaccuracies.
Due Diligence Items. Unless a longer time period is specifically identified below, within five (5) days of the date of this Agreement, and at its sole cost and expense, Seller shall furnish or cause Broker to furnish to Purchaser the following items (collectively, "Due Diligence Items"):
Due Diligence Items. To the best of Seller’s knowledge, the Due Diligence Items provided to Buyer constitute all of the material documents, information, data, reports or written materials that are related to the items requested on the Due Diligence Items listed on Schedule 4. To the best of Seller’s knowledge, the Due Diligence Items made available to Buyer are true, correct and complete copies of such documents requested. Seller will make its files regarding the Property available for personal inspection; provided however, only the items listed on Schedule 4 shall be deemed Due Diligence Items for the purposes of this Agreement. Buyer has requested that the Due Diligence Items be scanned and placed on a website for ease of accessibility. Seller is not responsible for missing pages in those documents that may have occurred as an administrative error and is relying on Buyer to advise if a document page is missing. Seller makes no representation or warranty with respect to the content or accuracy of documents or reports prepared by third parties and Seller’s representations and warranties with respect to such reports are based upon Seller’s assumption of their accuracy.
Due Diligence Items. Seller shall deliver to Buyer the items set forth on Schedule 4 attached hereto, to the extent such documents exist and are in Seller’s possession as of the Effective Date (collectively, the “Due Diligence Items”), which shall include copies of the existing loan documents set forth on Exhibit I (collectively, the “Existing Loan Documents”).
