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. (a) Beginning on the Agreement Date and ending on the last day of the Inspection Period (as defined below), Buyer and its representatives, contractors, agents and employees may, at Buyer’s sole risk and expense, enter upon the Property for the purpose of inspecting the Property and for the purposes of conducting engineering and environmental studies and investigations, soil and subsoil tests, surveys, feasibility studies and planning and other testing and exploration work necessary, appropriate or desirable for inspecting or examining the Property or for developing or formulating plans for Buyer’s intended use of the Property; provided, however, (i) Buyer shall coordinate all such entry upon the Property in advance with Xxxx Xxxxx (“Seller’s Representative”, whose email address is xxxx.xxxxx@xxxxxxxxxxxxx.xxx), (ii) Buyer shall not permit any mechanics’, materialmen’s or other lien or encumbrance to encumber the Property as a result of any of the foregoing, (iii) Buyer shall repair any damage to the Property occurring as a result of any of the foregoing if this Agreement is terminated pursuant to the terms of this Agreement, and (iv) Buyer shall indemnify and hold Seller harmless from and against any losses, claims, damages, liabilities, penalties, costs and expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising or resulting from any entry upon the Property by Buyer or Buyer’s representatives, contractors, agents or employees. Buyer’s obligations and liabilities under this Section 3(a) shall survive the expiration or termination of this Agreement. Notwithstanding the foregoing, Buyer’s obligation to repair any damage to the Property and hold Seller harmless shall not apply to (i) acts or omissions of Seller, (ii) any hazardous materials, substances or waste existing on the Property as of the Agreement Date, or (iii) any pre-existing defect in the Property. Buyer shall not disclose the contents or results of any environmental assessment or study relating to the Property to any third party (including any governmental agency) at any time prior to the closing of the transfer of title to the Property to Buyer, except to the employees, attorneys, or consultants of Buyer or the lender providing financing to Buyer for its purchase of the Property, or if required by law.
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 On or prior to the Effective Date, Seller shall make available to Purchaser complete copies of any of the items that are listed on Exhibit F attached to this Agreement and in the possession or reasonable control of Seller (collectively, the “Due Diligence Materials”). Seller shall make available the foregoing items (a) at all times on the website of Broker (as hereinafter defined) (the “Due Diligence Website”) or (b) during normal business hours at the office of the Property and/or at the office of Seller located at 0000 Xxxxx Xxx Xxxx, 0xx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000. Purchaser shall give Seller written notice of one (1) business day prior to visiting the office of Seller to review any or all of such items. Except as expressly set forth herein or in the documents delivered by Seller at Closing (the “Closing Documents”), Seller expressly disclaims any and all liability for representations or warranties, express or implied, in any of the Proprietary Information (as hereinafter defined). Subject to the representations, warranties and covenants of Seller expressly set forth herein or in the Closing Documents, Purchaser acknowledges and agrees that all Proprietary Information made available to Purchaser is being made available as a convenience and accommodation only and Purchaser expressly disclaims any intent to rely on any such materials and agrees that it shall rely solely on its own independently developed or verified information. Purchaser agrees that all non-public documents and information regarding the Property of whatsoever nature made available to Purchaser or Purchaser’s Consultants (as hereinafter defined) by Seller and/or any of Seller’s Parties (as hereinafter defined), expressly including, but not limited to, the Due Diligence Materials, and all written reports and summaries of the Investigations (as hereinafter defined) performed on or at the Property, to the extent of any non-public information contained in such reports and/or summaries (collectively, the “Proprietary Information”), are proprietary and confidential. Purchaser further agrees that all such Proprietary Information will be used solely for the purpose of evaluating the possible acquisition of the Property by Purchaser and will not be used or duplicated by Purchaser or Purchaser’s Consultants for any other purpose. Purchaser shall keep all Proprietary Information strictly confidential; provided, however, that such Proprietary Information may be disclosed (i) to the exte...
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. 3.1. Upon its execution of this Agreement, Seller shall:
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. 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).
