Review of Property. 3 Section 3.1 Physical and Documentary Inspection..........................3 Section 3.2
Review of Property. .. 13 Section 3.1(a) Right of Inspection...................................... 13 Section 3.2(a) Property Reports......................................... 16 Section 3.3 Pending Administrative and Legal Proceedings............. 17 Section 3.4
Review of Property. Section 3.1
Review of Property. Seller shall provide Buyer free access to the Property and to all of its records for examination of title to the Property and for inspection of contracts and any other documents pertinent to the ownership and operation of the Property. In addition, Seller shall allow Buyer to conduct a physical and environmental examination of the Property at Buyer's cost, risk and expense.
Review of Property. Purchaser acknowledges that Seller has delivered to Purchaser the documents referred to in the correspondences attached hereto as Exhibit D. Seller has made available to Purchaser its files relating to the Property and provided Purchaser and its agents or consultants with access to the Property to inspect the Property to determine its present condition. Purchaser has determined, in its sole discretion, that all matters relating to the Property, including, without limitation, the physical, economic and environmental condition of the Property, are acceptable. Prior to and for the three (3) year period following Closing, Purchaser shall have the right to have its auditors and/or accountants conduct an audit of Seller's books and records relating solely to the Property and the Property's operations for the period of time prior to Closing. Seller will cooperate with Purchaser and its accountants/auditors and will make a representation to its accountants/auditors on form prepared by Seller based solely upon Seller's best knowledge and belief, without independent investigation, that the income and expense information contained in Seller's Property books and records are materially complete, true and correct and fairly represent the operations of the Property for the period represented. Purchaser hereby agrees to forever indemnify, defend and hold harmless Seller from and against any claim, damage, loss, liability, cost or expense (including reasonable attorney's fees and court costs) to which Seller is at anytime subjected by any party as a result of Seller's compliance with the terms and conditions of this Section 3, except as a result of Seller's breach of the above representation. Purchaser further agrees that no information, books or records provided pursuant to this Section 3 shall be the basis of any claim by Purchaser against Seller with respect to the sale of the Property to Purchaser or any representation or warranty given by Seller with respect to the Property. This covenant will survive the Closing.
Review of Property. Section 4.1. Deliveries; Property Information 17 Section 4.2. Right of Inspection 18 Section 4.3. Environmental Reports 19 Section 4.4. Tenant Estoppels 20 Section 4.5. Lease Guarantor Estoppels 20 Section 4.6. SNDAs 21 Section 4.7. Consent Under and Termination of Warburg Declaration 21 Section 4.6. Frisco Bridges Estoppel Certificate 22 Section 4.7. Xxxx Xxxxxxx Estoppel Certificate 22 Section 4.8. Cooperation with Purchaser’s Auditors 23 Section 4.9. Operating Agreements 23 ARTICLE V
Review of Property. 3.1 Prior to the Effective Date, Seller provided Purchaser, and its members, officers, employees, agents, representatives, attorneys and consultants, access to the Property, for the purpose of making such inspections, tests, copies and verifications as any of them deemed necessary in their sole and absolute discretion, as to a written environmental assessment of the Property (the “Environmental Assessment”) prepared by a reputable independent environmental consultant, which Purchaser ordered from IVI International, Inc. (“IVI”) on March 1, 2005.
Review of Property. 3.1 Within three (3) business days after the Effective Date, Seller shall deliver to Buyer all of the following in Seller’s possession or control relating to the Property: (i) monthly operating statements for the Property for the year to date and for the most recently completed prior year and annual operating statements for two (2) years prior to the current year (such statements shall include, in addition to current income and expense items, itemization of all capital expenditures made during the respective periods, tenant payment records and delinquent accounts); (ii) the current year’s operating and capital budget with a comparison to actuals; (iii) a current rent roll (the “Rent Roll”) used by Seller in the management and operation of the Property and listing every tenant of the Property; (iv) a schedule of any employees employed by Seller in the operation of the Property, setting forth the names, salaries or other compensation, and other pertinent information concerning such employees, including the terms of all contracts and collective bargaining agreements with them; (v) a list showing all litigation instituted by or pending against Seller or the Property; (vi) any ground lease, notes, deeds of trust, security deeds or other mortgage documents to which Buyer will be taking subject; (vii) any notice of any statute or code or insurance violation pertaining to the Property received by Seller or Seller’s property manager in the previous five (5) years and any documents pertaining to the resolution thereof; (viii) building permits and certificates of occupancy and (ix) evidence of zoning of the Property (including zoning reports obtained by Seller).
Review of Property. 3.1. Upon its execution of this Agreement, Seller shall:
Review of Property. Subject to the provisions of that certain Confidentiality Agreement dated October 6, 1998, by and between Xxxxx & Xxxxx, on behalf of Seller, and Purchaser, as modified by that certain Modification Agreement dated February 16, 1999 (collectively, the "Confidentiality Agreement") Purchaser acknowledges that it has, prior to the date of this Agreement, had an opportunity to inspect the Property, review the Leases, the Service Contracts, all "Disclosures" (as hereinafter defined) provided by Seller and make such other inquiries and investigations and obtain such reports and analyses it deemed adequate in connection with its decision to purchase the Property, and, as a result thereof, Purchaser agrees that, except as specifically set forth in Section 9 below, it shall purchase the Property in its "AS IS, WHERE IS" condition, subject to ordinary wear and tear and as more particularly provided in Section 11.7 below. Purchaser has obtained the approval of any necessary investment committee or similar internal approval for the consummation of the transaction contemplated herein. Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall indemnify, defend (with counsel reasonably acceptable to Seller) and hold Seller and its employees and agents, and each of them, harmless from and against any and all losses, claims, damages and liabilities (including, without limitation, attorneys' fees incurred in connection therewith) arising out of or resulting from Purchaser's exercise of its rights under this Agreement and the Confidentiality Agreement, including, without limitation, its right of inspection as was provided for in the Confidentiality Agreement, and such indemnity shall survive the Closing and any termination of this Agreement.
