Due Diligence Items Clause Examples

Due Diligence Items. Sellers shall make available to Purchasers within five (5) business days after the date of this Agreement the following documents, all of which shall be made available for review and copying (at Purchasers’ cost and expense) at the offices of Eastdil Realty LLC at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ (except where another location is specified below) (collectively, the "Due Diligence Items"): (a) All existing land title surveys, plans and specifications and as-built drawings (available solely at manager’s office at the Real Property) for the Property in Sellers’ possession or control; (b) All existing title commitments for the Property in Sellers’ possession or control; (c) Copies of the real estate tax and annual service charge bills (▇▇▇-▇▇▇▇▇) for the Property for calendar years 2002, 2003 and 2004; (d) Copies of the environmental, soils and/or engineering reports listed on Exhibit G in accordance with the terms of such Exhibit attached hereto and made a part hereof; Sellers shall also promptly perform an investigation for all such reports in Sellers possession and control and will promptly deliver copies of all such reports; (e) Copies of all Leases and tenant correspondence files; (f) Copies of the Contracts; (g) All certificates of occupancy, licenses, permits and outstanding violations, if any, pertaining to the Property which are in Sellers’ possession or control. (h) The operating statements for the Property for the last 3 fiscal years; (i) Partnership agreements for each Owner; (j) Copies of the Ground Lease and the Building Lease; (k) The most recent operating and capital budgets for calendar year 2004 and 2005; (l) A copy of all reports, financial statements and other submissions filed or submitted by Owners pursuant to the ▇▇▇-▇▇▇▇▇ Agreement during 2001, 2002 and 2003; (m) Copies of the minute books and corporate records for Owners; (n) Copies of (i) the combined audited financial statements of ▇▇▇▇▇▇ I and ▇▇▇▇▇▇ II (which includes the operations of Owners) for fiscal years 2001, 2002, and 2003 including the notes and balance sheet and income statements through September 30, 2004, (ii) all federal and state income and other tax returns of each Owner for fiscal years 2001, 2002, and 2003, (iii) the general ledgers of each Owner for fiscal years 2001, 2002 and 2003 and year-to-date 2004 and (iv) the federal and state income tax returns of ▇▇▇▇▇▇ I and II for fiscal years 2001, 2002 and 2003; (o) The financial records for the Property mainta...

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. Preliminary title report or title insurance commitment and underlying title documents

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. 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. 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. 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”).

Due Diligence Items. By executing and delivering this Agreement, Buyer acknowledges and agrees that as of the Effective Date hereof, Seller delivered to Buyer the following: (i) the most recent rent roll statement (the “Rent Roll”) with respect to the Property prepared by Seller, in the form and containing such information as maintained by Seller from time to time; (ii) any title commitments or surveys relating to Property as described in the last sentence of Section 4.1 hereof; (iii) copies of all Contracts (including any Commission Agreements); and (iv) copies of any of the following items pertaining to the Property to the extent they exist and are in Seller’s or Property Manager’s possession: plans and specifications; “as-built” plans and specifications; structural, seismic or geological investigations and/or reports prepared by third parties; environmental investigations and/or reports prepared by third parties; warranties; income and expense statements for the prior three (3) years; current tax ▇▇▇▇, and the Licenses and Permits (collectively, the “Deliverable Due Diligence Items”). Seller shall also make available to Buyer for inspection at Seller’s primary office, the primary office of the Property Manager or the Property Manager’s on-site office the following: (i) copies of all Leases referenced on the Rent Roll and copies of any subleases or amendments relating thereto and Tenant correspondence in Seller’s possession; (ii) maintenance and renovations records; and (iii) subject to Section 3.2.3 hereof, all other information relating to the operation of the Property (collectively, the “Other Due Diligence Items”). The Deliverable Due Diligence Items and Other Due Diligence Items are all collectively referred to herein as the “Due Diligence Items”.

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.