Common use of Due Diligence Items Clause in Contracts

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. Promptly Seller will deliver to or make available for examination, investigation, inspection by the Buyer Inspectors, promptly after Buyer deposits the Initial Deposit with Escrow Holder Effective Date, to the extent such items are within Seller’s possession or control, the following due diligence items (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”): (a) Seller’s existing policy of title insurance, and if available a recent preliminary title report and any other documents or items relating to the state of title to the Property (b) Seller’s existing survey of the Property, if any, and any updated, recertified or new survey obtained by Buyer at its sole cost and expense (the “Survey”). The Due Diligence Items include, without limitation, ; (c) the Leases; (d) copies of all contracts pertaining to the Property (the “Contracts”); (e) a rent rolls attached hereto as Schedule 4.1 roll (the “Rent Roll”), a detailed delinquency report (“Delinquency Report”), existing licenses and permits issued by any Governmental Authority (as defined below) which are held contains an accurate and complete list of all presently effective Leases and listing each tenant, the monthly base rent payable, lease expiration date, refundable security deposit and any other refundable deposits or prepaid rent paid by either Seller such tenant, reflecting any rent due at the time the Rent Roll is prepared, provided, however, Buyer shall comply with any Federal or by any affiliate State requirements to maintain the privacy requirements of either Seller tenants’ information contained on Rent Roll; (f) financial statements and operating budgets for the benefit Property including operating statements for the Property for the most recent calendar year, certificates of occupancy and reports on historical and proposed capital expenditures; (g) all other documentation required by Buyer to assess the impact of the sale and purchase of the Property on the Property’s real estate taxes (i.e., assessment); (h) any engineering or environmental reports prepared by or on behalf of Seller, soil boring tests, as-built plans and specifications; (i) to the extent not listed in clauses (a) through (i) above, the documents, information and other materials as set forth in the Due Diligence List attached hereto as Exhibit C; and (j) any other agreements, documents, plans or information, including but not limited to environmental or hazardous material information, in the possession or control of Seller with respect that materially affect the ownership, use or operation of the Property (provided that such information is not privileged or contains Seller’s internal underwriting or financial analysis of the Property). All information provided by Seller to Buyer or obtained by Buyer relating to the CommunityProperty in the course of Buyer’s review, including, without limitation, any environmental assessment or audit (collectively, the “LicensesReports”) shall be treated as confidential information by Buyer and Buyer shall instruct all Buyer Inspectors as to such information’s confidentiality. Seller acknowledges that Buyer may to apply for financing for the acquisition of the Property from public agencies and that information required by and actually submitted to such agencies, including any Reports, will become public records that will not be subject to any agreement between Buyer and Seller regarding confidentiality. Title Policy and Survey. During the Approval Period, Buyer shall obtain from the Title Company, a title commitment or report (the “Title Commitment”) to issue an ALTA Owner’s Policy of Title Insurance (in the policy form and with such endorsements as Buyer and/or its lenders may require) (the “Title Policy”) insuring Buyer’s fee simple title to the Property to be good and indefeasible as of the Closing in the amount of the Purchase Price, subject to only the Permitted Exceptions (defined below). A copy of the Title Commitment and copies of each of the documents of record reflected therein shall be furnished to the Seller at its address set forth in Section 9.1 hereof. In the event (i) the Survey, or any survey obtained by Buyer, shows any matter affecting the Property that is unacceptable to Buyer, or (ii) any exceptions appear in the Title Commitment obtained by Buyer that are unacceptable to Buyer, Buyer may notify Seller in writing (the “Objection Notice”) of such facts and the reasons therefore (the “Buyer’s Objections”). Within ten (10) business days of receipt of Buyer’s Objections, licensing reportsSeller shall give Buyer notice (the “Title Response Notice”) identifying any exceptions that Seller will not cause to be removed prior to Closing. Buyer shall then have ten (10) business days from receipt of the Title Response Notice to either (iii) terminate this Agreement by written notice to Seller, complaint lettersin which event the Deposit shall be returned to Buyer, appeals this Agreement shall become null and void and the Parties hereto shall have no further obligations to each other hereunder, except for those, which, by the express terms of licensing reportsthis Agreement, letters of correction of deficienciessurvive such termination, assessment of civil penalties, notices of informal conferences, notices of noncompliance conferences, copies of any pending appeals filed by either Seller in response or (iv) waive its Objection Notice as to any DSS licensing/survey reportsone, any Notices of Informal Conference some or Notices of Noncompliance Conference issued by DSSall the Buyer Objections which Seller has elected not to cure, and DSS Accusations. In addition, and as part of the “Due Diligence Items”, and in response to Buyer’s request which event such exception(s) shall be deemed Permitted Exceptions. The title exceptions that Buyer approves or is deemed to have been made on approved pursuant to the date hereofforegoing provisions of this section are herein called “Permitted Exceptions.” Seller shall expend any money or bring any action or proceeding or do any other thing necessary in order to cure, on satisfy, discharge and remove, as of Closing, all of Buyer’s Objections not identified in the Title Response Notice (including, without limitation, any monetary encumbrances 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”indebtedness voluntarily or involuntarily created by Seller). In additionIf Seller fails to so cure any of such Buyer’s Objections as of Closing, Buyer may declare such failure to be a default by Seller agrees thatunder Section 7.2 hereunder of its obligations under this Agreement, which shall entitle Buyer to all right and remedies set forth under such Section 7.2 as a result thereof. Unpaid liens for real estate and personal property taxes for years prior to the extent additional Due Diligence Items are discovered byfiscal year in which the Closing Date occurs and any other matters which Seller is obligated to pay and discharge at the Closing (which, or otherwise become available tofor purpose of clarification, either Seller (or either Seller becomes aware of any changes shall not include Permitted Exceptions) shall not be deemed objections to title, but the amount thereof chargeable to Seller, plus interest and penalties thereon charged by the taxing authority, if any, shall be deducted from the Purchase Price on Closing and paid to the Due Diligence Items previously provided Title Company with instructions to Buyer) or Buyer requests any additional Due Diligence Items, pay and discharge such Seller shall promptly deliver or otherwise make such Due Diligence Items available to Buyer its agents or representatives and its prospective capital partnersmatters.

Due Diligence Items. Promptly after Buyer deposits Buyers acknowledge that as of the Initial Deposit with Escrow Holder (Effective Date, this condition to Closing has been satisfied. Prior to the “Delivery Effective Date”), Seller shall provide BuyerSellers made available to Buyers, 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 Buyers’ review, electronic copies of information and materials of this nature) with access to an online data room containing the materials items listed on Exhibit F for the Property C-1 through Exhibit C-15 attached hereto and incorporated herein by this reference (as more fully described on Exhibit F, collectively the “Due Diligence Items”). The Notwithstanding the foregoing, the Due Diligence Items will not include, and no Seller has any duty to provide or disclose to Buyers, the following: (a) anything that would disclose a Seller’s cost of acquisition of any Constituent Property or the cost (including soft costs) of construction of any improvements on any Constituent Property, any estimates of costs to repair, replace, remediate or maintain each Constituent Property, or any prospective capital budgets for any Constituent Property; (b) those reports, presentations, summaries and the like prepared by or for a Seller in connection with its consideration of the acquisition of any Constituent Property or construction of the improvements, including without limitation, historical environmental reports and the rent rolls attached hereto as Schedule 4.1 property conditions inspection reports; (c) any proposals, letters of intent, draft contracts or the “Rent Roll”)like prepared by or for other prospective buyers of any Constituent Property or any part thereof; (d) a Seller’s internal memoranda, attorney-client privileged correspondence, and internal and external appraisals; (e) organizational, financial and other documents relating to 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 its affiliates; or (f) any affiliate proprietary information of either Seller a Seller. Upon the termination of this Agreement prior to the Close of Escrow, Buyers shall return to Sellers all Due Diligence Items relating to the Properties together with copies of any final tests or studies prepared for the benefit of Seller Buyers with respect to the CommunityProperties, 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 subject to any DSS licensing/survey reports, restrictions on disclosure contained in such tests or studies or in Buyers’ written agreements with the applicable consultants; such delivery to be without any Notices of Informal Conference warranty 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 representation 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 partnersBuyers’ part.

Due Diligence Items. Promptly after Buyer deposits Prior to the Initial Deposit with Escrow Holder (the “Delivery Effective Date”), Seller shall provide Buyer, its agents or representatives has delivered and its prospective capital partners (provided that Buyer agrees to enter into Purchaser has received a nondisclosure agreement with such prospective capital partner reasonably determined by Buyer to be customary for disclosure copy of information and materials of this nature) with access to an online data room containing the materials listed items identified on Exhibit F for the Property (as more fully described on Exhibit EXHIBIT "F, collectively the “Due Diligence Items”). The Due Diligence Items include, without limitation, the rent rolls " attached hereto as Schedule 4.1 and made a part hereof (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”"DUE DILIGENCE ITEMS"), 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 At all times during 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 Inspection Period, Seller will deliver make available to Buyer an electronic demographics file including Purchaser (either at the information Property, at the offices of Seller, or at such other reasonable location as Seller may designate in writing) the following items (to the extent the same are in Seller's possession and data control): (i) plans and specifications for the Improvements, and (ii) guarantees and warranties which Seller has received from any contractor pertaining to the Improvements. Seller warrants that such materials will be true, complete, and correct in all material respects. SELLER MAKES 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 on Exhibit G in this SECTION 11.1(d) promptly to Seller after delivery of a written request for same from Seller as provided in SECTION 6.1 hereof. Seller hereby (1) agrees to use good faith efforts to cause the “Employee Data File”). In additionobligor under the current existing roof warranty for the Improvements to acknowledge the assignment and transfer of all of Seller's right, Seller agrees thattitle and interest under such roof warranty to Purchaser at Closing as a part of the Contracts hereunder, to the extent additional Due Diligence Items are discovered by, or otherwise become available to, such acknowledgement is required thereunder for either the validity of the assignment and/or the validity of the warranty itself pursuant to the terms thereof (such good faith efforts to include the payment by Seller (or either Seller becomes aware of any changes nominal assignment fees owing under the applicable warranty documentation and the payment by Seller of any amounts owing for roof work necessary to cause the Due Diligence Items previously provided roof warranty to Buyerbe valid under the applicable warranty documentation, not to exceed $2,500 in the aggregate) or Buyer requests and (2) authorizes Purchaser to contact the obligor under Seller's roof warranty for the Improvements in connection with the assignment of Seller's interest under same to Purchaser at Closing as a part of the Contracts hereunder. Purchaser's obligation to return such items to Seller is a condition precedent to Purchaser's right to a return of the Xxxxxxx Money. The provisions of this SECTION 11.1(d) will survive 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 partnerstermination of this Agreement.

Due Diligence Items. Promptly after Buyer deposits shall review for approval all Due Diligence Items (as defined below) within the Initial Deposit with Escrow Holder Due Diligence Period. Within five (5) business days following the “Delivery Effective Date”), Seller Sellers shall provide make available to 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 Buyer’s review, electronic copies of information and materials of this nature) with access to an online data room containing the materials items listed on Exhibit F for the Property B attached hereto and incorporated herein by this reference (as more fully described on Exhibit F, collectively the “Due Diligence Items”). The Notwithstanding the foregoing, the Due Diligence Items will not include, and no Seller has any duty to provide or disclose to Buyer, the following: (a) anything that would disclose a Seller’s cost of acquisition of any Constituent Property or the cost (including soft costs) of construction of any improvements on any Constituent Property, any estimates of costs to repair, replace, remediate or maintain each Constituent Property, or any prospective capital budgets for any Constituent Property; (b) those reports, presentations, summaries and the like prepared by or for a Seller (except for such documents and materials set forth on Exhibit B-1 through B-7, inclusive) in connection with its consideration of the acquisition of any Constituent Property or construction of the improvements, including without limitation, some historical environmental reports and the rent rolls attached hereto as Schedule 4.1 property conditions inspection reports; (c) any proposals, letters of intent, draft contracts or the “Rent Roll”)like prepared by or for other prospective purchasers of any Constituent Property or any part thereof; (d) a Seller’s internal memoranda, attorney-client privileged materials, and internal and external appraisals; (e) any information which is the subject of a detailed delinquency report written confidentiality agreement between a Seller and a third party; (“Delinquency Report”)f) organizational, existing licenses financial and permits issued by any Governmental Authority (as defined below) which are held by either other documents relating to a Seller or its affiliates; or (g) any intellectual property or other proprietary information of a Seller. Upon the termination of this Agreement prior to the Close of Escrow, Buyer shall return to Sellers all Due Diligence Items relating to the Properties together with copies of any final tests or studies prepared by any affiliate or on behalf of either Seller for the benefit of Seller Buyer 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 Properties; such delivery to be without any pending appeals filed by either Seller in response to any DSS licensing/survey reports, any Notices of Informal Conference warranty 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 representation on 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 part; except that Buyer an electronic demographics file including the information and data described on Exhibit G (the “Employee Data File”). In addition, Seller agrees that, may retain copies for its files 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 it is legally obligated 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 partnersdo so for compliance purposes.

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”), all HUD Loan Documents, 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 Department licensing/survey reports, any Notices of Informal Conference or Notices of Noncompliance Conference issued by DSSthe Department, and DSS Department 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.