Due Diligence Materials Clause Samples
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Due Diligence Materials. Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser for its review the following items:
a. True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., ▇he terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller);
b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available;
c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule;
d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any;
e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office;
f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable);
g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office.
Due Diligence Materials. To the knowledge of the Company, all materials provided by the Company or any of its affiliates to the Dealer, including materials provided to the Dealer in connection with its due diligence investigation relating to the Offering, were materially accurate as of the date provided.
Due Diligence Materials. The information heretofore furnished by the Seller to the Purchaser for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Seller to the Purchaser will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading.
Due Diligence Materials. ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE PROPERTY IS SOLELY FOR PURCHASER’S CONVENIENCE AND WAS OR WILL BE OBTAINED FROM A VARIETY OF SOURCES. ASSIGNOR HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO (AND EXPRESSLY DISCLAIMS ALL) REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. ASSIGNOR SHALL NOT BE LIABLE FOR ANY MISTAKES, OMISSIONS, MISREPRESENTATION OR ANY FAILURE TO INVESTIGATE THE PROPERTY NOR SHALL ASSIGNOR BE BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, APPRAISALS, ENVIRONMENTAL ASSESSMENT REPORTS, OR OTHER INFORMATION PERTAINING TO THE PROPERTY OR THE OPERATION THEREOF (INCLUDING ANY INFORMATION REQUIRED TO BE DELIVERED UNDER SECTION 3.1.2), FURNISHED BY ASSIGNOR, SELLER, ITS MANAGER, OR BY ANY REAL ESTATE BROKER, AGENT, REPRESENTATIVE, AFFILIATE, DIRECTOR, OFFICER, SHAREHOLDER, EMPLOYEE, SERVANT OR OTHER PERSON OR ENTITY ACTING ON BEHALF OF ASSIGNOR, SELLER OR ITS MANAGER (COLLECTIVELY, “ASSIGNOR RELATED PARTIES”).
Due Diligence Materials. All documents, agreements and other materials provided by Buyer to Seller or any representative of Seller in connection with the due diligence conducted in connection with the transactions contemplated by this Agreement have been true, correct and complete originals or copies of the documents, agreements and other materials purported to be provided or to which access has been given.
Due Diligence Materials. The materials described in Schedule 1 to this Agreement.
Due Diligence Materials. Sellers shall have provided to Buyer or its representatives, in accordance with the terms of Section 5.2, all documents of the character and type requested by Buyer in connection with its "due diligence" investigation of the Company, and there are no documents in the possession of Sellers, the Company or any of their respective agents or representatives of a character or type described in such requests which have not been so provided to Buyer or its representatives.
Due Diligence Materials. From and after the execution of this Agreement, throughout the entire Study Period and thereafter until the Closing, in order to facilitate the Purchaser's due diligence review and the consummation of the transaction contemplated hereunder, the Purchaser shall have access to, upon reasonable prior notice and during normal business hours, the copies of the following materials (collectively, the "Due Diligence Materials"): (i) the Lease Documents and the Bradenton, FL Documents, (ii) the Loan Documents, (iii) the Brookline Ground Lease and the Ground Leases, (iv) the Organizational Documents, (v) any other document or instrument specifically identified herein other than the Intercompany Notes, the Permits and the Permitted Exceptions (including, without limitation, the HUD Financing Documents, Alabaster, AL Purchase Option, the Cash Conversion Letters, the Existing Title Policies, the Intercreditor Agreements, the Meditrust Assignment and Assumption Agreements, the Concord Option Agreement, the Stamford, CT P&S), (vi) any other document or instrument that the Sellers are required to deliver to the Purchaser hereunder (other than as set forth in Section 8.2), (vii) the closing binders relating to the transactions evidenced by the Loan Documents, Lease Documents and the Bradenton, FL Documents, (viii) the materials in the possession of MMI and the Subsidiaries or the possession of their bankruptcy counsel, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, relating to any of the Bankruptcy Proceedings and (ix) all other current file materials (including, without limitation, any material correspondence from and after January 1, 2000 between any Meditrust Entity and any Tenant, any Borrower, any Guarantor and/or Manatee Springs, state surveys relating to the Facilities and the Bradenton, FL Facility financial statements and/or other financial information prepared by and relating to any Tenant, any Borrower, any Guarantor and/or Manatee Springs) relating to the Properties, the Bradenton, FL Leased Property, the Lease Documents, the Loan Documents and the Bradenton, FL Documents maintained by the Meditrust Entities (either at the principal place of business of the Meditrust Entities located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ or at the offices of the Meditrust Entities' counsel, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & Fish, LLP, One International Place, Boston, Massachusetts or, with respect to any materials relating to any of the Bankruptcy Proceedings or any Tenant, any Borrower and/or an...
Due Diligence Materials. The Company has provided to the Representative and Representative Counsel all materials required or necessary to respond in all material respects to the due diligence request submitted to the Company or Company Counsel by the Representative.
Due Diligence Materials. The information heretofore furnished by the Issuer to the Purchaser for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Issuer to the Purchaser will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading.