Common use of Document Review Clause in Contracts

Document Review. (a) Beginning no later than two (2) Business Days following the Effective Date, and through the earlier of Closing or the termination of this Agreement, and to the extent not already available on the Effective Date, Seller shall make available, either via electronic virtual data room, by delivery of materials to Purchaser’s representatives, by access to the Title Company’s data room, or by being made available at the office of the Property’s property manager, the following, to the extent in Seller’s possession or control, to Purchaser and its authorized agents or representatives for review, inspection, examination, analysis and verification: (i) all existing environmental reports and studies of the Property issued on behalf of Seller; (ii) assessments (special or otherwise), ad valorem and personal property tax bills, covering the three (3) years preceding the Effective Date; (iii) Seller’s most currently available rent roll; (iv) operating statements and rent rolls for the stub period of the current calendar year plus the prior two (2) calendar years; (v) copies of Tenant Leases, Service Contracts, and Licenses and Permits; (vi) a current inventory of the Personal Property; (vii) engineering, mechanical and other drawings, blueprints and specifications and similar documentation relating to the Property; (viii) copies of Seller’s title insurance policies and surveys for the Property; (ix) a schedule of capital expenditures at the Property for the past 3 years; (x) copies of floor plans and marketing materials currently utilized in marketing the Property to tenants; (xi) a current certificate of insurance regarding property casualty insurance at the Property; (xii) intentionally deleted; (xiii) reconciliations with respect to common area maintenance and taxes for the last two (2) calendar years; (xiv) intentionally deleted; (xv) a leasing activity report including active lease proposals, other prospects and the status of near-term expirations/termination options;

Appears in 1 contract

Sources: Agreement of Sale and Purchase (Hines Real Estate Investment Trust Inc)

Document Review. (a) Beginning no No later than two three (23) Business Days following the Effective Date, and through the earlier of Closing or the termination of this Agreement, and to the extent not already available on the Effective Date, Seller shall provide copies of or make available, either via electronic virtual data room, by delivery of materials available to Purchaser (for Purchaser’s representativesreview, by access to the Title Company’s data roominspection, or by being made available examination, analysis, verification and photocopying) at either the office of the PropertySeller, Seller’s property managermanager or at the Real Property, the following, following relative to the Property to the extent in Seller’s possession or controlcontrol (collectively, to Purchaser and its authorized agents or representatives for review, inspection, examination, analysis and verification: the “Documents”): (i) all existing the environmental reports and studies of the Property issued listed on behalf of SellerExhibit K; (ii) assessments (special or otherwise), ad valorem and personal property tax bills, covering bills for the three two (32) years preceding the Effective Dateprevious tax years; (iii) Seller’s most currently available current rent rollroll including rent steps, CPI increases and base year expense stops; (iv) operating statements income and rent rolls expense statements, including capital expenditures, for the stub period of two (2) most recent calendar years and the current calendar year plus to date; (v) an operating statement for the prior two (2) Property for the current calendar year and the immediately three preceding calendar years; (vvi) copies of the Tenant Leases, Service the WTC Parking Lease, the Central Plants Agreement, the Operating Contracts, and the Scheduled Licenses and PermitsPermits and the Records and Plans; (vivii) a current inventory of the Personal Property; (viiviii) engineeringthe structural reports of the Property and property condition reports of the Property listed on Exhibit K; and (ix) the additional items set forth on Exhibit K attached hereto. (b) Purchaser acknowledges that any and all of the Documents may be proprietary and confidential in nature and have been provided to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Subject only to the provisions of Article XII, mechanical Purchaser agrees not to disclose the contents of the Documents, or any of the provisions, terms or conditions contained therein, to any party outside of Purchaser’s organization other than its attorneys, partners, accountants, lenders or investors (collectively, the “Permitted Outside Parties”). Purchaser further agrees that within its organization, or as to the Permitted Outside Parties, the Documents will be disclosed and exhibited only to those persons within Purchaser’s organization or to those Permitted Outside Parties who are responsible for determining the feasibility of Purchaser’s acquisition of the Property, and Purchaser shall cause such persons within Purchaser’s organization to, and shall instruct such Permitted Outside Parties to, maintain confidentiality with respect to any Documents so disclosed to such persons or such Permitted Outside Parties. Purchaser further acknowledges that the Documents and other drawings, blueprints and specifications and similar documentation information relating to the leasing arrangements between Seller and the Tenants or prospective tenants are proprietary and confidential in nature. Purchaser agrees not to divulge the contents of such Documents and other information except in strict accordance with the confidentiality standards set forth in this Section 5.2 and Article XII. In permitting Purchaser and the Permitted Outside Parties to review the Documents or information to assist Purchaser, Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created by Seller and any such claims are expressly rejected by Seller and waived by Purchaser and the Permitted Outside Parties, for whom, by its execution of this Agreement, Purchaser is acting as an agent with regard to such waiver. The provisions of this Section 5.2(b) shall not be applicable after the Closing Date if Closing occurs. (c) Not later than ten (10) Business Days following the date this Agreement is terminated for any reason, (i) Purchaser will return to Seller all of the Documents (and all copies Purchaser has made of the Documents), and (ii) provided this Agreement is not terminated by Purchaser pursuant to Section 13.1 hereof, Purchaser will deliver to Seller a copy of any third party studies, reports or test results regarding any part of the Property obtained by Purchaser, before or after the execution of this Agreement, in connection with Purchaser’s inspection of the Property (collectively, “Purchaser’s Information”); provided, however, Seller shall be subject to the provisions regarding confidentiality and reliance contained in any such Purchaser’s Information, and Purchaser will not make any representations and warranties with respect to the accuracy thereof. (d) Purchaser expressly agrees, acknowledges and confirms that, prior to the expiration of the Inspection Period, Purchaser and its Licensee Parties shall have reviewed, inspected, examined, analyzed, verified and photocopied the Documents to the extent that Purchaser deems necessary, appropriate or prudent in connection with Purchaser’s acquisition of the Property and the consummation of the transaction contemplated by this Agreement, all in accordance with the terms and conditions of this Article V. Purchaser acknowledges that some of the Documents may have been prepared by third parties and may have been prepared prior to Seller’s ownership of the Property; . Purchaser hereby acknowledges that, except as expressly provided in Section 8.1 below (viiias limited by Section 16.1 of this Agreement), Seller has not made and does not make any representation or warranty regarding the truth, accuracy or completeness of the Documents or the sources thereof (whether prepared by Seller, Seller’s Affiliates or any other person or entity). Seller has not undertaken any independent investigation as to the truth, accuracy or completeness of the Documents and is providing the Documents solely as an accommodation to Purchaser. (e) Notwithstanding any provision of this Agreement to the contrary, no termination of this Agreement will terminate Purchaser’s obligations pursuant to this Section 5.2. (f) Seller, shall, without representation, warranty or liability of any kind to Purchaser or any Affiliate of Purchaser, provide to Purchaser (at Purchaser’s expense) copies of, or shall provide Purchaser reasonable access to, such factual information as may be reasonably requested by Purchaser, and in the possession or control of Seller, or its property manager or accountants, to enable Purchaser’s title insurance policies and surveys for auditor to conduct an audit of the Property; (ix) a schedule income statements of capital expenditures at the Property for the past 3 years; year to date of the year in which Closing occurs plus up to one (x1) copies prior calendar year (provided, however, such audit shall not include an audit of floor plans and marketing materials currently utilized management fees or interest expenses). Purchaser shall be responsible for all out-of-pocket costs associated with this audit. Seller shall reasonably cooperate (at no cost to Seller) with Purchaser’s auditor in marketing the Property conduct of such audit. In addition, Seller agrees to tenants; (xi) a current certificate provide, without representation, warranty or liability of insurance regarding property casualty insurance at any kind to Purchaser or any Affiliate of Purchaser, if requested by such auditor, historical financial statements for the Property; (xii) intentionally deleted; (xiii) reconciliations with respect to common area maintenance , including income and taxes balance sheet data for the last two Property, whether required before or after Closing. Without limiting the foregoing, (2i) calendar yearsPurchaser or its designated independent or other auditor may audit Seller’s operating statements of the Property, at Purchaser’s expense, and Seller shall, without representation, warranty or liability of any kind to Purchaser or any Affiliate of Purchaser, provide such documentation as Purchaser or its auditor may reasonably request in order to complete such audit, and (ii) Seller shall furnish to Purchaser such financial and other information as may be reasonably required by Purchaser or any Affiliate of Purchaser to make any required filings with the Securities and Exchange Commission or other governmental authority; provided, however, that the foregoing obligations of Seller shall be limited to providing such information or documentation as may be in the possession of, or reasonably obtained by, Seller, its property manager or accountants, at no material cost to Seller, and in the format that Seller (xivor its property manager or accountants) intentionally deleted; (xvhave maintained such information. This Section 5.2(f) a leasing activity report including active lease proposals, other prospects and shall be subject to the status of near-term expirations/termination options;limitations in Section 16.1.

Appears in 1 contract

Sources: Agreement of Sale and Purchase (KBS Real Estate Investment Trust II, Inc.)

Document Review. (a) Beginning no later than two (2) Business Days following the Effective Date, and through the earlier of Closing or the termination of this Agreement, and to the extent not already available on the Effective Date, Seller shall make available, either via electronic virtual data room, by delivery of materials to Purchaser’s representatives, by access to the Title Company’s data room, or by being made available at the office of the Property’s property manager, the following, to the extent in Seller’s possession or control, to Purchaser and its authorized agents or representatives for review, inspection, examination, analysis and verification: (i) all existing environmental reports and studies of the Property issued on behalf of Seller; (ii) assessments (special or otherwise), ad valorem and personal property tax bills, covering the three (3) years preceding the Effective Date; (iii) Seller’s most currently available rent roll; (iv) operating statements and rent rolls for the stub period of the current calendar year plus the prior two (2) calendar years; (v) copies of Tenant Leases, Service Contracts, and Licenses and Permits; (vi) a current inventory of the Personal Property; (vii) engineering, mechanical and other drawings, blueprints and specifications and similar documentation relating to the Property; (viii) copies of Seller’s title insurance policies and surveys for the Property; (ix) a schedule of capital expenditures at the Property for the past 3 years; (x) copies of floor plans and marketing materials currently utilized in marketing the Property to tenants; (xi) a current certificate of insurance regarding property casualty insurance at the Property; (xii) intentionally deleted; (xiii) reconciliations with respect to common area maintenance and taxes for the last two (2) 2 calendar years; (xiv) intentionally deleted; (xv) a leasing activity report including active lease proposals, other prospects and the status of near-term expirations/termination options;; (xvi) utility bills for the Property for the 12 months preceding the Effective Date; (xvii) an insurance claims history for the earlier of the last 5 years or Seller’s period of ownership of the Property; (xviii) an accounts receivable report for the Property; (xix) tenant and other Property files including correspondence contained therein; and (xx) any other due diligence materials reasonably requested by Purchaser from time to time (collectively, the “Documents”). Purchaser acknowledges that, prior to the Effective Date, Purchaser has received from Seller copies of Tenant Leases and Service Contracts, including commission agreements; provided, however, that Purchaser does not acknowledge or agree, as of the Effective Date, that same are true, correct and complete copies of all the Tenant Leases listed on Exhibit F and the Service Contracts listed on Exhibit B, including the commission agreements listed on Exhibit D, and Purchaser shall continue to review such documentation following the Effective Date. “Documents” shall not include (and Seller shall have no obligation to provide written materials requested by Purchaser that constitute) (1) any document or correspondence which would be subject to the attorney-client privilege or covered by the attorney work product doctrine; (2) any document or item which Seller is contractually or otherwise bound to keep confidential; (3) any documents pertaining to the marketing of the Property for sale to prospective purchasers; (4) any internal memoranda, reports or assessments of Seller or Seller’s Affiliates to the extent relating to Seller’s valuation of the Property; (5) any appraisals of the Property, whether prepared internally by Seller or Seller’s Affiliates or externally; (6) any documents or items which Seller reasonably considers proprietary (such as Seller’s or its property managers’ operation manuals, software programs or other electronic media or services that are subject to licenses or other agreements that are personal to Seller or Seller’s property manager); (7) organizational, financial and other documents relating to Seller or its Affiliates (other than evidence of due authorization and organization as may be required under this Agreement); or (8) any materials projecting or relating to the future performance of the Property. Except for the representations expressly made in Section 8.1 hereof, Seller makes no other representation or warranty as to the accuracy or completeness of any of the Documents.

Appears in 1 contract

Sources: Sale and Purchase Agreement (Preferred Apartment Communities Inc)

Document Review. (a) Beginning no later than two (2) Business Days following the Effective Date, and through the earlier of Closing or the termination of this Agreement, and to the extent not already available on the Effective Date, Seller Sellers shall make available, either via electronic virtual data room, by delivery of materials to Purchaser’s representatives, by access to the Title Company’s data room, or by being made available at the office of the Property’s property manager, the following, to the extent in Seller’s Sellers’ possession or control, to Purchaser and its authorized agents or representatives for review, inspection, examination, analysis and verification: (i) all existing environmental reports and studies of the Property issued on behalf of any Seller; (ii) assessments (special or otherwise), ad valorem and personal property tax bills, covering the three (3) years preceding the Effective Date; (iii) Seller’s Sellers’ most currently available rent roll; (iv) operating statements and rent rolls for the stub period of the current calendar year plus the prior two (2) calendar years; (v) copies of Tenant Leases, Service Contracts, and Licenses and Permits; (vi) a current inventory of the Personal Property; (vii) engineering, mechanical and other drawings, blueprints and specifications and similar documentation relating to the Property; (viii) copies of Seller’s Sellers’ title insurance policies and surveys for the Property; (ix) a schedule of capital expenditures at the Property for the past 3 years; (x) copies of floor plans and marketing materials currently utilized in marketing the Property to tenants; (xi) a current certificate of insurance regarding property casualty insurance at the Property; (xii) intentionally deleted; (xiii) reconciliations with respect to common area maintenance and taxes for the last two (2) 2 calendar years; (xiv) intentionally deleted; (xv) a leasing activity report including active lease proposals, other prospects and the status of near-term expirations/termination options; (xvi) utility bills for the Property for the 12 months preceding the Effective Date; (xvii) an insurance claims history for the earlier of the last 5 years or Seller’s period of ownership of the Property; (xviii) an accounts receivable report for the Property; (xix) tenant and other Property files including correspondence contained therein; and (xx) any other due diligence materials reasonably requested by Purchaser from time to time (collectively, the “Documents”). Purchaser acknowledges that, prior to the Effective Date, Purchaser has received from Seller copies of Tenant Leases and Service Contracts, including commission agreements; provided, however, that Purchaser does not acknowledge or agree, as of the Effective Date, that same are true, correct and complete copies of all the Tenant Leases listed on Exhibit F and the Service Contracts listed on Exhibit B, including the commission agreements listed on Exhibit D, and Purchaser shall continue to review such documentation following the Effective Date. “Documents” shall not include (and Sellers shall have no obligation to provide written materials requested by Purchaser that constitute) (1) any document or correspondence which would be subject to the attorney-client privilege or covered by the attorney work product doctrine; (2) any document or item which any Seller is contractually or otherwise bound to keep confidential; (3) any documents pertaining to the marketing of the Property for sale to prospective purchasers; (4) any internal memoranda, reports or assessments of Sellers or Sellers’ Affiliates to the extent relating to Sellers’ valuation of the Property; (5) any appraisals of the Property, whether prepared internally by Sellers or Sellers’ Affiliates or externally; (6) any documents or items which Sellers reasonably consider proprietary (such as Sellers’ or their property managers’ operation manuals, software programs or other electronic media or services that are subject to licenses or other agreements that are personal to Sellers or Sellers’ property managers);

Appears in 1 contract

Sources: Agreement of Sale and Purchase (Hines Real Estate Investment Trust Inc)

Document Review. (a) Beginning no later than two (2) Business Days following the Effective Date, and through the earlier of Closing or the termination of this Agreement, and to the extent not already available on the Effective Date, Seller shall make available, either via electronic virtual data room, by delivery of materials to Purchaser’s representatives, by access to the Title Company’s data room, or by being made available at the office of the Property’s property manager, the following, to the extent in Seller’s possession or control, to Purchaser and its authorized agents or representatives for review, inspection, examination, analysis and verification: (i) all existing environmental reports and studies of the Property issued on behalf of Seller; (ii) assessments (special or otherwise), ad valorem and personal property tax bills, covering the three (3) years preceding the Effective Date; (iii) Seller’s most currently available rent roll; (iv) operating statements and rent rolls for the stub period of the current calendar year plus the prior two (2) calendar years; (v) copies of Tenant Leases, Service Contracts, and Licenses and Permits; (vi) a current inventory of the Personal Property; (vii) engineering, mechanical and other drawings, blueprints and specifications and similar documentation relating to the Property; (viii) copies of Seller’s title insurance policies and surveys for the Property; (ix) a schedule of capital expenditures at the Property for the past 3 years; (x) copies of floor plans and marketing materials currently utilized in marketing the Property to tenants; (xi) a current certificate of insurance regarding property casualty insurance at the Property; (xii) intentionally deleted; (xiii) reconciliations with respect to common area maintenance and taxes for the last two (2) calendar years; (xiv) intentionally deleted; (xv) a leasing activity report including active lease proposals, other prospects and the status of near-term expirations/termination options;; (xvi) utility bills for the Property for the twelve (12) months preceding the Effective Date; (xvii) an insurance claims history for the earlier of the last five (5) years or Seller’s period of ownership of the Property; (xviii) an accounts receivable report for the Property; (xix) tenant and other Property files including correspondence contained therein; and (xx) any other due diligence materials reasonably requested by Purchaser from time to time (collectively, the “Documents”). Purchaser acknowledges that, prior to the Effective Date, Purchaser has received from Seller copies of Tenant Leases and Service Contracts, including commission agreements; provided, however, that Purchaser does not acknowledge or agree, as of the Effective Date, that same are true, correct and complete copies of all the Tenant Leases listed on Exhibit F and the Service Contracts listed on Exhibit B, including the commission agreements listed on Exhibit D, and Purchaser shall continue to review such documentation following the Effective Date. “Documents” shall not include (and Seller shall have no obligation to provide written materials requested by Purchaser that constitute) (1) any document or correspondence which would be subject to the attorney-client privilege or covered by the attorney work product doctrine; (2) any document or item which Seller is contractually or otherwise bound to keep confidential; (3) any documents pertaining to the marketing of the Property for sale to prospective purchasers; (4) any internal memoranda, reports or assessments of Seller or Seller’s Affiliates to the extent relating to Seller’s valuation of the Property; (5) any appraisals of the Property, whether prepared internally by Seller or Seller’s Affiliates or externally; (6) any documents or items which Seller reasonably considers proprietary (such as Seller’s or its property managers’ operation manuals, software programs or other electronic media or services that are subject to licenses or other agreements that are personal to Seller or Seller’s property manager); (7) organizational, financial and other documents relating to Seller or its Affiliates (other than evidence of due authorization and organization as may be required under this Agreement); or (8) any materials projecting or relating to the future performance of the Property. Except for the representations expressly made in Section 8.1 hereof, Seller makes no other representation or warranty as to the accuracy or completeness of any of the Documents.

Appears in 1 contract

Sources: Sale and Purchase Agreement (Preferred Apartment Communities Inc)

Document Review. (a) Beginning no later than two (2) Business Days following the Effective Date, and through the earlier of Closing or the termination of this Agreement, and to the extent not already available on the Effective Date, Seller Sellers shall make available, either via electronic virtual data room, by delivery of materials to Purchaser’s representatives, by access to the Title Company’s data room, or by being made available at the office of the Property’s property manager, the following, to the extent in Seller’s Sellers’ possession or control, to Purchaser and its authorized agents or representatives for review, inspection, examination, analysis and verification: (i) all existing environmental reports and studies of the Property issued on behalf of any Seller; (ii) assessments (special or otherwise), ad valorem and personal property tax bills, covering the three (3) years preceding the Effective Date; (iii) Seller’s Sellers’ most currently available rent roll; (iv) operating statements and rent rolls for the stub period of the current calendar year plus the prior two (2) calendar years; (v) copies of Tenant Leases, Service Contracts, and Licenses and Permits; (vi) a current inventory of the Personal Property; (vii) engineering, mechanical and other drawings, blueprints and specifications and similar documentation relating to the Property; (viii) copies of Seller’s Sellers’ title insurance policies and surveys for the Property; (ix) a schedule of capital expenditures at the Property for the past 3 years; (x) copies of floor plans and marketing materials currently utilized in marketing the Property to tenants; (xi) a current certificate of insurance regarding property casualty insurance at the Property; (xii) intentionally deleted; (xiii) reconciliations with respect to common area maintenance and taxes for the last two (2) 2 calendar years; (xiv) intentionally deleted; (xv) a leasing activity report including active lease proposals, other prospects and the status of near-term expirations/termination options;; (xvi) utility bills for the Property for the 12 months preceding the Effective Date; (xvii) an insurance claims history for the earlier of the last 5 years or Seller’s period of ownership of the Property; (xviii) an accounts receivable report for the Property; (xix) tenant and other Property files including correspondence contained therein; and (xx) any other due diligence materials reasonably requested by Purchaser from time to time (collectively, the “Documents”). Purchaser acknowledges that, prior to the Effective Date, Purchaser has received from Seller copies of Tenant Leases and Service Contracts, including commission agreements; provided, however, that Purchaser does not acknowledge or agree, as of the Effective Date, that same are true, correct and complete copies of

Appears in 1 contract

Sources: Agreement of Sale and Purchase (Preferred Apartment Communities Inc)

Document Review. (a) Beginning no later than two (2) Business Days following the Effective Date, and through the earlier of Closing or the termination of this Agreement, and to the extent not already available on the Effective Date, Seller Sellers shall make available, either via electronic virtual data room, by delivery of materials to Purchaser’s representatives, by access to the Title Company’s data room, or by being made available at the office of the Property’s property manager, the following, to the extent in Seller’s Sellers’ possession or control, to Purchaser and its authorized agents or representatives for review, inspection, examination, analysis and verification: (i) all existing environmental reports and studies of the Property issued on behalf of any Seller; (ii) assessments (special or otherwise), ad valorem and personal property tax bills, covering the three (3) years preceding the Effective Date; (iii) Seller’s Sellers’ most currently available rent roll; (iv) operating statements and rent rolls for the stub period of the current calendar year plus the prior two (2) calendar years; (v) copies of Tenant Leases, Service Contracts, and Licenses and Permits; (vi) a current inventory of the Personal Property; (vii) engineering, mechanical and other drawings, blueprints and specifications and similar documentation relating to the Property; (viii) copies of Seller’s Sellers’ title insurance policies and surveys for the Property; (ix) a schedule of capital expenditures at the Property for the past 3 years; (x) copies of floor plans and marketing materials currently utilized in marketing the Property to tenants; (xi) a current certificate of insurance regarding property casualty insurance at the Property; (xii) intentionally deleted; (xiii) reconciliations with respect to common area maintenance and taxes for the last two (2) 2 calendar years; (xiv) intentionally deleted; (xv) a leasing activity report including active lease proposals, other prospects and the status of near-term expirations/termination options;; (xvi) utility bills for the Property for the 12 months preceding the Effective Date; (xvii) an insurance claims history for the earlier of the last 5 years or Seller’s period of ownership of the Property; (xviii) an accounts receivable report for the Property; (xix) tenant and other Property files including correspondence contained therein; and (xx) any other due diligence materials reasonably requested by Purchaser from time to time (collectively, the “Documents”). Purchaser acknowledges that, prior to the Effective Date, Purchaser has received from Seller copies of Tenant Leases and Service Contracts, including commission agreements; provided, however, that Purchaser does not acknowledge or agree, as of the Effective Date, that same are true, correct and complete copies of all the Tenant Leases listed on Exhibit F and the Service Contracts listed on Exhibit B, including the commission agreements listed on Exhibit D, and Purchaser shall continue to review such documentation following the Effective Date. “Documents” shall not include (and Sellers shall have no obligation to provide written materials requested by Purchaser that constitute) (1) any document or correspondence which would be subject to the attorney-client privilege or covered by the attorney work product doctrine; (2) any document or item which any Seller is contractually or otherwise bound to keep confidential; (3) any documents pertaining to the marketing of the Property for sale to prospective purchasers; (4) any internal memoranda, reports or assessments of Sellers or Sellers’ Affiliates to the extent relating to Sellers’ valuation of the Property; (5) any appraisals of the Property, whether prepared internally by Sellers or Sellers’ Affiliates or externally; (6) any documents or items which Sellers reasonably consider proprietary (such as Sellers’ or their property managers’ operation manuals, software programs or other electronic media or services that are subject to licenses or other agreements that are personal to Sellers or Sellers’ property managers); (7) organizational, financial and other documents relating to Sellers or Sellers’ Affiliates (other than evidence of due authorization and organization as may be required under this Agreement); or (8) any materials projecting or relating to the future performance of the Property. Except for the representations expressly made in Section 8.1 hereof, Sellers make no other representation or warranty as to the accuracy or completeness of any of the Documents.

Appears in 1 contract

Sources: Agreement of Sale and Purchase (Preferred Apartment Communities Inc)

Document Review. (a) Beginning no later than two (2) Business Days following the Effective DateSellers have previously made available, and through until the earlier expiration of Closing or the termination of this AgreementFinal Due Diligence Period, and Sellers shall continue to the extent not already available on the Effective Date, Seller shall make available, either via electronic virtual data room, by delivery of materials to Purchaser’s representatives, by access to the Title Company’s data room, or by being made available at the office of the Property’s property manager, the following, to the extent in Seller’s Sellers’ possession or control, to Purchaser and its authorized agents or representatives for review, inspection, examination, analysis and verification: (i) all existing environmental reports and studies of the Property issued on behalf of SellerSellers; (ii) assessments (special or otherwise), ad valorem and personal property tax bills, covering the three (3) years preceding the Effective Date; (iii) SellerOwner LLC’s most currently available rent roll; (iv) operating statements and rent rolls for the stub period of the current calendar year plus the prior two (2) calendar years; (v) copies of Tenant Leases, Service Contracts, and Licenses and Permits; (vi) a current inventory of the Personal Property; (vii) engineering, mechanical and other drawings, blueprints and specifications and similar documentation relating to the PropertyProperty (including the Updated Survey); (viii) A/R aging report (including any Delinquent Rentals as of the date of the report); (ix) an accurate report of any existing deferred rent amounts documented by Owner LLC and Tenants in amendments to Tenant Leases which relate to periods prior to the Effective Date but are not due and payable until after the anticipated Closing Time; (x) any documents which contain information pertaining to any claim or dispute related to the Property that Purchaser may have liability for following Closing, if any; and (xi) copies of Seller’s title insurance policies any notices pertaining to the Property from Authorities, including but not limited to any notices of violation of, or noncompliance with, applicable laws (collectively, the “Documents”). Purchaser acknowledges that it has received copies of all the Tenant Leases listed on Exhibit F, and surveys the Service Contracts listed on Exhibit B, including the commission agreements listed on Exhibit D. “Documents” shall not include (and Sellers shall have no obligation to provide written materials requested by Purchaser that constitute) (1) any document or correspondence which would be subject to the attorney-client privilege or covered by the attorney work product doctrine; (2) any document or item which Sellers are contractually or otherwise bound to keep confidential; (3) any documents pertaining to the marketing of the Property for sale to prospective purchasers; (4) any internal memoranda, reports or assessments of Sellers or Sellers’ Affiliates to the extent relating to Sellers’ valuation of the Property; (ix5) a schedule any appraisals of capital expenditures at the Property, whether prepared internally by Sellers or Sellers’ Affiliates or externally; (6) any documents or items which Sellers consider proprietary (such as Sellers’ or their property managers’ operation manuals, software programs or other electronic media or services that are subject to licenses or other agreements that are personal to Sellers or their property manager); (7) organizational, financial and other documents relating to Sellers or their Affiliates (other than evidence of due authorization and organization as may be required under this Agreement); or (8) any materials projecting or relating to the future performance of the Property (but excluding materials related to anticipated schedules for repairs, maintenance and replacements pertaining to the Improvements). Except for the past 3 years; (x) copies representations expressly made in Sections 8.1 and 8.2 hereof, Sellers make no other representation or warranty as to the accuracy or completeness of floor plans and marketing materials currently utilized in marketing any of the Property to tenants; (xi) a current certificate of insurance regarding property casualty insurance at the Property; (xii) intentionally deleted; (xiii) reconciliations with respect to common area maintenance and taxes for the last two (2) calendar years; (xiv) intentionally deleted; (xv) a leasing activity report including active lease proposals, other prospects and the status of near-term expirations/termination options;Documents.

Appears in 1 contract

Sources: Agreement of Sale and Purchase (HGR Liquidating Trust)