Common use of Property Materials Clause in Contracts

Property Materials. 4.1.1.1 Within five (5) Business Days after the Escrow Date (the “Document Delivery Date”), Seller shall, at Seller’s sole cost and expense, provide to Buyer and Buyer’s counsel true, correct, and complete copies (digitally if available), or access to a digital web-site established by Seller in which are located true, correct, and complete copies, of all of the following documents to the extent within Seller’s possession or control (collectively, the “Property Materials”): (a) Any title insurance policy or similar instrument obtained by Seller with respect to any of the Real Property; (b) Any surveys of all or any portion of the Real Property; (c) Any existing environmental reports concerning any of the Real Property; (d) All leases, occupancy agreements, operating agreements, and licenses that affect any of the Real Property; (e) All archaeological, biological (including, without limitation, threatened / endangered species), soil, geological, grading, drainage, and hydrology reports, surveys, or assessments and any other engineering reports for any of the Real Property; and (f) Any unrecorded contracts and agreements of any kind pertaining to the Property that will be applicable from and after Closing. Upon written request by ▇▇▇▇▇, Seller shall also promptly provide Buyer with contact information in Seller’s possession for all engineers, architects, consultants, contractors, subcontractors, and other third parties engaged by Seller to prepare the Property Materials and/or in connection with the environmental condition of the Real Property (each of whom Buyer shall be authorized to contact, discuss the Real Property and/or its entitlements and/or development with, and, if desired by ▇▇▇▇▇, retain at Buyer’s expense). 4.1.1.2 To the extent any of the items described in Section 4.1.1.1 were obtained by Seller from third-party consultants paid by ▇▇▇▇▇▇ and/or with whom Seller contracted and such items are not otherwise addressed to Buyer, Seller shall cooperate, at no out-of-pocket cost to Seller, with any request by Buyer to cause each such preparer of such items to provide Buyer with a reliance letter reasonably acceptable to Buyer confirming Buyer’s right to rely upon and use such items; provided, however, that issuance of any such reliance letter shall not be a condition to Buyer’s obligations under this Agreement. 4.1.1.3 Seller shall promptly furnish to Buyer for its review any of the items described in Section 4.1.1.1 that may come into Seller’s possession or control from and after the Document Delivery Date. 4.1.1.4 Any Property Materials provided to Buyer are provided solely as a convenience to Buyer, and, except as expressly provided in this Agreement to the contrary, Seller makes no representation or warranty of any kind or nature, either oral or written, directly or indirectly, express, implied, statutory or otherwise, with respect to the information in the Property Materials. The Property Materials shall not be deemed or construed in any way to be a representation or warranty by Seller of any kind or nature either oral or written, directly or indirectly, express, implied, statutory or otherwise. Seller shall have no obligation or liability whatsoever with respect to, or in any way arising out of, the information set forth in the Property Materials, including the accuracy thereof. 4.1.1.5 On or before the Document Delivery Date, Seller shall order from Escrow Agent and direct Escrow Agent to deliver to Buyer upon receipt a Natural Hazard Disclosure Statement in accordance with the Natural Hazard Disclosure Act (California Civil Code Section 1103 et seq.) and any successor or similar statutes thereto.

Property Materials. 4.1.1.1 Within five three (53) Business Days business days after the Escrow Date (the “Document Delivery Date”)execution of this Agreement, Seller shall, at Seller’s sole cost and expense, provide shall deliver to Buyer and or make available to Buyer’s counsel true, correct, and complete copies (digitally if available), of or access to a digital web-site established by Seller in which are located true, correct, and complete copies, of all the originals of the following documents following, to the extent within Seller’s in the possession or and reasonable control of Seller (collectively, the “Property Materials”): (a) Any title insurance policy or similar instrument obtained by Seller with respect to any All maps of the Real Property; (b) Any surveys of all or any portion of Environmental and property condition reports, geotechnical investigations, geological reports, and toxic waste and/or hazardous material reports relating to the Real Property; (c) Any existing environmental reports concerning any of the Real PropertySurveys, development agreements, and plans; (d) All leases, occupancy agreements, operating agreements, and licenses that affect any of the Real Property; (e) All archaeological, biological (including, without limitation, threatened / endangered species), soil, geological, grading, drainage, and hydrology reports, surveys, or assessments and any Such other engineering reports for any of the Real Property; and (f) Any unrecorded contracts and agreements of any kind pertaining documents relating to the Property that will be applicable from and after Closing. Upon written request by ▇▇▇▇▇, Seller shall also promptly provide Buyer with contact information in Seller’s possession for all engineers, architects, consultants, contractors, subcontractors, or Seller’s reasonable control and other third parties engaged which documents are not confidential in nature or protected from disclosure by Seller the attorney-client privilege. Buyer shall have the opportunity to prepare review the Property Materials and/or in connection with during the environmental condition Feasibility Period. Buyer acknowledges and agrees that a significant portion of the Real Property (each of whom Buyer shall be authorized to contactMaterials were not, discuss the Real Property and/or its entitlements and/or development withor may not have been, and, if desired by ▇▇▇▇▇, retain at Buyer’s expense). 4.1.1.2 To the extent any of the items described in Section 4.1.1.1 were obtained prepared by Seller from third-party consultants paid by ▇▇▇▇▇▇ and may be incomplete, vague and/or with whom Seller contracted and such items are not otherwise addressed to Buyer, Seller shall cooperate, at no out-of-pocket cost to Seller, with any request by Buyer to cause each such preparer of such items to provide Buyer with a reliance letter reasonably acceptable to Buyer confirming Buyer’s right to rely upon and use such items; provided, however, that issuance of any such reliance letter shall not be a condition to Buyer’s obligations under this Agreement. 4.1.1.3 Seller shall promptly furnish to Buyer for its review any of the items described in Section 4.1.1.1 that may come into Seller’s possession or control from and after the Document Delivery Date. 4.1.1.4 Any Property Materials provided to Buyer are provided solely as a convenience to Buyer, and, except as expressly provided in this Agreement to the contrary, Seller makes no representation or warranty of any kind or nature, either oral or written, directly or indirectly, express, implied, statutory or otherwise, ambiguous with respect to various relevant subjects. Accordingly, Buyer further acknowledges and agrees that (i) neither Seller, its governing board, nor any of its agents, employees, attorneys or contractors has made any (and hereby disclaims any and all) warranties or representations regarding the information in the Property Materials. The Property Materials shall not be deemed truth, accuracy or construed in any way to be a representation or warranty by Seller completeness of any kind or nature either oral or written, directly or indirectly, express, implied, statutory or otherwise. Seller shall have no obligation or liability whatsoever with respect to, or in any way arising out of, the information set forth in the Property Materials, including (ii) Seller has not undertaken and will not undertake any independent investigation as to the truth, accuracy thereofor completeness of the Property Materials, and (iii) Buyer hereby releases Seller, its governing board and employees and all preparers of the Property Materials and their respective agents, employees, attorneys or contractors from any and all claims, suits, damages or liability arising out of the Property Materials or any inaccuracy, error or omission therein. 4.1.1.5 On or before the Document Delivery Date, Seller shall order from Escrow Agent and direct Escrow Agent to deliver to Buyer upon receipt a Natural Hazard Disclosure Statement in accordance with the Natural Hazard Disclosure Act (California Civil Code Section 1103 et seq.) and any successor or similar statutes thereto.

Property Materials. 4.1.1.1 Within five (5) Business Days after Buyer has received from Seller or other sources or reviewed the Escrow Date (the “Document Delivery Date”), Seller shall, at documents relating to such Seller’s sole cost and expenseProperty identified on Exhibit H attached hereto (such documents, provide subject to Buyer and Buyer’s counsel truethis Section below, correct, and complete copies (digitally if available), or access to a digital web-site established by Seller in which are located true, correct, and complete copies, of all of the following documents to the extent within Seller’s possession or control (being collectively, the “Property Materials”): ). Notwithstanding anything to the contrary contained herein, the Property Materials shall expressly exclude (ai) Any title insurance policy anything that would disclose a Seller’s or similar instrument obtained by Seller with respect prior owner’s cost of acquisition of any Real Property, or cost of construction of any Improvements and related soft costs, any estimates of costs to repair, replace, remediate or maintain any Real Property, or any prospective, capital budgets for the Property, (ii) any reports, presentations, summaries and the like prepared for a Seller, or any of the Real Property; (b) Any surveys of all such Seller’s boards, committees, partners, trustees, beneficiaries, affiliates or any portion investors in connection with its consideration of the acquisition or disposition of any Real Property; (c) Any existing environmental reports concerning any Property or construction of the Real Property; (d) All leasesImprovements, occupancy agreements, operating agreements, and licenses that affect any of the Real Property; (e) All archaeological, biological (including, without limitation, threatened / endangered species)any conditions inspection report, soil(iii) any proposals, geologicalletters of intent, gradingdraft contracts or the like prepared by or for other prospective purchasers of the Property or any part thereof, drainage(iv) a Seller’s internal memoranda, attorney-client privileged materials, internal and external appraisals, and hydrology reports, surveys, or assessments (v) any information which is the subject of a confidentiality agreement between a Seller and any other engineering reports for any of the Real Property; and a third party (f) Any unrecorded contracts and agreements of any kind pertaining to the Property that will be applicable from and after Closing. Upon written request by ▇▇▇▇▇, Seller shall also promptly provide Buyer with contact information in Seller’s possession for all engineers, architects, consultants, contractors, subcontractors, and other third parties engaged by Seller to prepare the Property Materials and/or in connection with the environmental condition of the Real Property (each of whom Buyer shall be authorized to contact, discuss the Real Property and/or its entitlements and/or development with, and, if desired by ▇▇▇▇▇, retain at Buyer’s expense). 4.1.1.2 To the extent any of the items described in Section 4.1.1.1 were obtained by clauses (i), (ii) (iii), (iv) and (v) being collectively referred to as the “Confidential Information”). Buyer understands, acknowledges and agrees that Seller from third-party consultants paid by ▇▇▇▇▇▇ and/or with whom Seller contracted does not make any representation or warranty (and such items are not otherwise addressed specifically disclaims any express or implied warranty) as to Buyer, Seller shall cooperate, at no out-of-pocket cost to Seller, with any request by Buyer to cause each such preparer of such items to provide Buyer with a reliance letter reasonably acceptable to Buyer confirming Buyer’s right to rely upon and use such items; provided, however, that issuance of any such reliance letter shall not be a condition to Buyer’s obligations under this Agreement. 4.1.1.3 Seller shall promptly furnish to Buyer for its review any the accuracy or completeness of the items described in Section 4.1.1.1 that may come into Seller’s possession or control from and after the Document Delivery Date. 4.1.1.4 Any Property Materials or any other materials provided to Buyer are provided solely or as a convenience to Buyer, andthe ability of Buyer or any other party to rely thereupon, except as expressly provided in this Agreement Agreement. Buyer covenants, represents and warrants that Sellers shall not have any liability to Buyer or any of Buyer’s partners, members, officers, employees, agents, affiliates and representatives in any manner arising from the contraryuse of or reliance on the Property Materials by Buyer or Buyer’s partners, Seller makes no representation members, officers, employees, agents, affiliates and/or representatives. Buyer further acknowledges and agrees that it shall be solely Buyer’s responsibility to conduct investigations of the Real Properties to determine the presence or warranty existence of any kind or naturehazardous materials, either oral or written, directly or indirectly, express, implied, statutory or otherwise, with respect toxic substances and similar contaminants and pollutants and to otherwise determine the information in physical condition and all other aspects of the Property Materials. The Property Materials shall not be deemed or construed in any way to be a representation or warranty by Seller of any kind or nature either oral or written, directly or indirectly, express, implied, statutory or otherwise. Seller shall have no obligation or liability whatsoever with respect to, or in any way arising out of, the information Real Properties except as set forth in the Property Materials, including the accuracy thereofSection 9(a) of this Agreement. 4.1.1.5 On or before the Document Delivery Date, Seller shall order from Escrow Agent and direct Escrow Agent to deliver to Buyer upon receipt a Natural Hazard Disclosure Statement in accordance with the Natural Hazard Disclosure Act (California Civil Code Section 1103 et seq.) and any successor or similar statutes thereto.