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 maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇); (p) A copy of the ▇▇▇-▇▇▇▇▇ Agreement, including all amendments to the ▇▇▇-▇▇▇▇▇ Agreement; (q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the ▇▇▇-▇▇▇▇▇ Agreement and approving transfers of the project or ownership in Overlandlord; (r) All applications for approval of the Tax Exemption and applications to amend the ▇▇▇-▇▇▇▇▇ Agreement; (s) [Intentionally Omitted]; (t) The total project cost audit(s) and any other ▇▇▇-▇▇▇▇▇ related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers; (u) The annual financial statements (known as “Schedule of Additional Service Charge in Lieu of Taxes”) or operating statements for the Overlandlord submitted to the City for fiscal years 2001, 2002 and 2003; (v) The certificate(s) of formation of the Overlandlord; (w) The Disclosure Statements for ownership of the Overlandlord submitted to the City; (x) Copies of invoices for 2002, 2003 and, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004; (y) Any building permits in the possession or control of Sellers; (z) All other material reports, statements, certifications and other submissions filed by the Overlandlord with the City pursuant to the ▇▇▇-▇▇▇▇▇ Agreement during 2003 and 2004; (aa) All Contribution Agreements entered into by the Overlandlord with the City as a condition of the tax exemption; (bb) Copies of (i) any brokerage agreements affecting the Property and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the Owners with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any internal financial audits relating to the Property.
Appears in 1 contract
Sources: Agreement of Purchase and Sale of Partnership Interests (Mack Cali Realty Corp)
Due Diligence Items. Sellers 4.1 Seller shall make available deliver to Purchasers Buyer each of the following within five (5) three business days after of the date of this Agreement Effective Date (together with the following documentsitems described in Section 4.2, 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"):
4.1.1 Any existing survey of the Property, in Seller's possession (a) All existing land the "Survey");
4.1.2 A current preliminary title surveys, plans and specifications and as-built drawings report or title commitment (available solely at manager’s office at the Real Property"Title Report") for the Property issuance of a standard coverage owner's policy of title insurance, with standard provisions and exceptions (the "Title Policy") to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in Sellers’ possession or controlthe Title Report (collectively referred to hereinafter as the "Title Documents");
(b) All existing title commitments for 4.1.3 A list of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Property in Sellers’ possession or controlProperty, if any, together with copies of the same;
(c) Copies 4.1.4 True and correct copies of the real estate and personal property tax and annual service charge bills statements covering the Property or any part thereof for each of the two (▇▇▇-▇▇▇▇▇2) years prior to the current year and, if available, for the Property for calendar years 2002, 2003 and 2004current year;
(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 4.1.5 A schedule 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 current 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 maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇);
(p) A copy of the ▇▇▇-▇▇▇▇▇ Agreement, including all amendments to the ▇▇▇-▇▇▇▇▇ Agreement;
(q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the ▇▇▇-▇▇▇▇▇ Agreement and approving transfers of the project or ownership in Overlandlord;
(r) All applications for approval of the Tax Exemption and applications to amend the ▇▇▇-▇▇▇▇▇ Agreement;
(s) [Intentionally Omitted];
(t) The total project cost audit(s) and any other ▇▇▇-▇▇▇▇▇ related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers;
(u) The annual financial statements (known as “Schedule of Additional Service Charge in Lieu of Taxes”) or operating statements for the Overlandlord submitted to the City for fiscal years 2001, 2002 and 2003;
(v) The certificate(s) of formation of the Overlandlord;
(w) The Disclosure Statements for ownership of the Overlandlord submitted to the City;
(x) Copies of invoices for 2002, 2003 and, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004;
(y) Any building permits in the possession or control of Sellers;
(z) All other material reports, statements, certifications and other submissions filed by the Overlandlord with the City pursuant to the ▇▇▇-▇▇▇▇▇ Agreement during 2003 and 2004;
(aa) All Contribution Agreements entered into by the Overlandlord with the City as a condition of the tax exemption;
(bb) Copies of (i) any brokerage agreements affecting the Property and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the Owners pending litigation with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any internal financial part, thereof, if any;
4.1.6 Operating statements for the most recent two full calendar years and monthly operating statements for the calendar year to date;
4.1.7 An inventory of all personal property located on the Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any.
4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller's management office:
4.2.1 All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Property in the possession of Seller, if any.
4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.
Appears in 1 contract
Sources: Purchase and Sale Agreement (NNN 2003 Value Fund LLC)
Due Diligence Items. Sellers 4.1. Seller shall make available deliver to Purchasers Buyer copies of each of the following within five two (52) business days after of the date Opening 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) Escrow (collectively, the "Due Diligence Items"):
4.1.1. The existing survey of the Property, if any (a) All existing land the "Survey");
4.1.2. A current preliminary title surveys, plans and specifications and as-built drawings report or title commitment (available solely at manager’s office at the Real Property"Title Report") for the Property in Sellers’ possession or control;
(b) All existing issuance of policy of title commitments for insurance to Buyer from the Property in Sellers’ possession or control;
(c) Copies of the real estate tax Title Company, together with good 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 legible copies of all such reportsdocuments constituting exceptions to the title as reflected in the Title Report as well as copies of all documents referenced in the legal description for the Property, (collectively referred to hereinafter as the "Title Documents");
(e) Copies 4.1.3. A list and copies of all Leases and tenant correspondence files;
(f) Copies of the Contracts;
(g) All certificates of occupancypermits, licenses, permits government authorizations, contracts, including leases, service contracts, warranties, management, maintenance, leasing commission and outstanding violationsother agreements affecting the Property, if any, pertaining and all modifications amendments and extensions thereto. Seller agrees not to enter into any additional leases, contracts or agreements prior to closing which cannot be canceled upon thirty (30) days written notice without cost, penalty, or obligation unless such leases, contracts or other agreements are approved in writing by Buyer, which approval shall not be unreasonably withheld or delayed;
4.1.4. All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative 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 maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇);
(p) A copy of the ▇▇▇-▇▇▇▇▇ Agreement, including all amendments to the ▇▇▇-▇▇▇▇▇ Agreement;
(q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the ▇▇▇-▇▇▇▇▇ Agreement and approving transfers of the project or ownership in Overlandlord;
(r) All applications for approval of the Tax Exemption and applications to amend the ▇▇▇-▇▇▇▇▇ Agreement;
(s) [Intentionally Omitted];
(t) The total project cost audit(s) and any other ▇▇▇-▇▇▇▇▇ related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers;
(u) The annual financial statements (known as “Schedule of Additional Service Charge in Lieu of Taxes”) or operating statements for the Overlandlord submitted to the City for fiscal years 2001, 2002 and 2003;
(v) The certificate(s) of formation of the Overlandlord;
(w) The Disclosure Statements for ownership of the Overlandlord submitted to the City;
(x) Copies of invoices for 2002, 2003 and, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004;
(y) Any building permits in the possession or control of SellersSeller, if any;
4.1.5. True and correct copies of the real estate and personal property tax statements covering the Property or any part thereof for each of the two (z2) All other material reports, statements, certifications and other submissions filed by the Overlandlord with the City pursuant years prior to the ▇▇▇-▇▇▇▇▇ Agreement during 2003 and 2004current year and, if available, for the current year;
4.1.6. A schedule and detailed description of all threatened, current and pending litigation, mediation, arbitration and administrative proceedings (aaincluding any notices of violations from any governmental agency or property owners association) All Contribution Agreements entered into by the Overlandlord with the City as a condition of the tax exemption;
(bb) Copies of (i) any brokerage agreements affecting the Property and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the Owners with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any internal financial audits part thereof, if any;
4.1.7. Operating statements for the most recent two calendar years; and for the first nine (9) months of 2005.
4.1.8. The tenant files, books and records relating to the ownership and operation of the Property shall be available for inspection by Buyer during ordinary business hours during the entire Inspection Period at Seller's Orange County, California management office;
4.1.9. An inventory of all personal property located on the Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any; and
4.1.10. A Natural Hazard Disclosure Statement has been provided to Buyer, and Buyer approves of such statement.
4.1.11. A list of construction, repairs, modifications and improvements made on/to the Property in the last two (2) years.
4.1.12. Within ten (10) days after opening Escrow, Seller shall deliver estoppel certificates, in the form attached hereto as Exhibit B. from tenants representing all of the square feet which are leased and occupied by tenants as of the date this Agreement is fully executed; provided, however, that if Seller is unable to deliver such estoppel certificates, despite using commercially reasonable efforts to obtain them, Seller shall not be in default of this Agreement.
4.1.13. The following documents which are referred to in the Declaration of Covenants, Conditions and Restrictions for Pacific Commercentre, to the extent they are recorded in the public record or are in Seller's possession or control:
(a) Articles of Incorporation of Pacific Commercentre Owners Association;
(b) Bylaws of Pacific Commercentre Owners Association;
(c) Pacific Commercentre Planned Community District Regulations;
(d) Pacific Commercentre Planning and Design Guidelines (including Site Planning Criteria, Architectural Criteria, Landscape Criteria, Lighting Criteria and Signage Criteria);
Appears in 1 contract
Due Diligence Items. Sellers shall make available to Purchasers 4.1. Seller shall, within five three (53) business days after the date Effective Date (the “Delivery Date”), deliver to Buyer each of this Agreement the following documents(collectively, the “Due Diligence Items”):
4.1.1. An ALTA survey of the Real Property in Seller’s possession (the “Survey”);
4.1.2. Copies of all Leases presently in effect with respect to the Real Property, together with any amendments or modifications thereof;
4.1.3. A “rent roll” with respect to the Real Property for the calendar month immediately preceding the Effective Date, showing with respect to each Tenant of the Real Property: (1) the name of the Tenant, (2) the number of rentable square feet in Tenant’s premises as set forth in Tenant’s Lease, (3) the current monthly base rental payable by such Tenant, (4) the term of the Lease, (5) any available options for the Tenant under the Lease; and (6) the amount of any security deposit;
4.1.4. A “rent roll” current as of December, 2000, 2001 and 2002 year to date;
4.1.5. An aging report showing, with respect to each Tenant of the Real Property, the date through which shall such Tenant has paid rent and a Tenant by Tenant monthly aging report for the preceding 24 months;
4.1.6. A list of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Real Property, if any, together with copies of the same;
4.1.7. All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Real Property in the possession of Seller or under the control of Seller, if any;
4.1.8. True and correct copies of the real estate and personal property tax statements covering the Property or any part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.9. A schedule of all current or pending litigation with respect to the Real Property or any part thereof, if any, or otherwise with respect to Seller that might have a material adverse effect on Seller’s ability to perform hereunder, together with a brief description of each such proceeding;
4.1.10. Operating statements for the Real Property for calendar years 2000, 2001 and 2002 year to date, or if shorter, for any periods during which Seller was owner of the Real Property;
4.1.11. Buyer may review and copy Tenant files and records relating to the ownership and operation of the Real Property (Such files and records may be made available for review and copying (inspection by Buyer during ordinary business hours at Purchasers’ cost and expense) at Seller’s management office);
4.1.12. An inventory of all personal property located on the offices Real Property which is used in the maintenance 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 Real Property or stored for future use with the Real Property) ;
4.1.13. Copies of existing loan documents and notes affecting the Real Property, if loan is to be assumed;
4.1.14. Copies of utility bills 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 Real Property for the last 3 fiscal yearscalendar years 2000, 2001 and 2002 year to date;
(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 maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇);
(p) A copy of the ▇▇▇-▇▇▇▇▇ Agreement, including all amendments to the ▇▇▇-▇▇▇▇▇ Agreement;
(q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the ▇▇▇-▇▇▇▇▇ Agreement and approving transfers of the project or ownership in Overlandlord;
(r) All applications for approval of the Tax Exemption and applications to amend the ▇▇▇-▇▇▇▇▇ Agreement;
(s) [Intentionally Omitted];
(t) The total project cost audit(s) and any other ▇▇▇-▇▇▇▇▇ related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers;
(u) The annual financial statements (known as “Schedule of Additional Service Charge in Lieu of Taxes”) or operating statements for the Overlandlord submitted to the City for fiscal years 2001, 2002 and 2003;
(v) The certificate(s) of formation of the Overlandlord;
(w) The Disclosure Statements for ownership of the Overlandlord submitted to the City;
(x) Copies of invoices for 2002, 2003 and, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004;
(y) 4.1.15. Any building permits reports in the possession of Seller from a licensed pest control contractor regarding the presence on the Real Property of dry rot or control of Sellerstermite infestation;
(z) All other material reports, statements, certifications 4.1.16. Any reports in the possession of Seller from a licensed HVAC contractor concerning the condition of HVAC equipment and other submissions filed by its capacity to service the Overlandlord with the City pursuant to the ▇▇▇-▇▇▇▇▇ Agreement during 2003 and 2004Real Property;
(aa) All Contribution Agreements entered into by 4.1.17. Any Environmental Impact Reports in the Overlandlord with possession of the City as Seller for the Real Property;
4.1.18. Any reports in possession of the Seller from a licensed roofer concerning the water-proofness and condition of the tax exemptionroof for the Real Property;
(bb) Copies of (i) any brokerage agreements affecting the Property and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the Owners with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any internal financial audits relating to the Property4.1.19. A Broker’s Sale Package;
4.1.20. General Ledger for 2001 & YTD 2002; and
4.1.21. Seismic Assessment report if applicable. ALL ITEMS TO BE DELIVERED HAVE BEEN DELIVERED.
Appears in 1 contract
Due Diligence Items. Sellers 4.1 Seller shall make available deliver to Purchasers Buyer each of the following within five (5) three business days after of the date of this Agreement Effective Date (together with the following documentsitems described in Section 4.2, 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"”):
4.1.1 Any existing survey of the Property, in Seller’s possession (a) All existing land the “Survey”);
4.1.2 A current preliminary title surveys, plans and specifications and as-built drawings report or title commitment (available solely at manager’s office at the Real Property“Title Report”) for the Property issuance of a standard coverage owner’s policy of title insurance, with standard provisions and exceptions (the “Title Policy”) to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in Sellers’ possession or controlthe Title Report (collectively referred to hereinafter as the “Title Documents”);
(b) All existing title commitments for 4.1.3 A list of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Property in Sellers’ possession or controlProperty, if any, together with copies of the same;
(c) Copies 4.1.4 True and correct copies of the real estate and personal property tax and annual service charge bills statements covering the Property or any part thereof for each of the two (▇▇▇-▇▇▇▇▇2) years prior to the current year and, if available, for the Property for calendar years 2002, 2003 and 2004current year;
(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 4.1.5 A schedule 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 current 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 maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇);
(p) A copy of the ▇▇▇-▇▇▇▇▇ Agreement, including all amendments to the ▇▇▇-▇▇▇▇▇ Agreement;
(q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the ▇▇▇-▇▇▇▇▇ Agreement and approving transfers of the project or ownership in Overlandlord;
(r) All applications for approval of the Tax Exemption and applications to amend the ▇▇▇-▇▇▇▇▇ Agreement;
(s) [Intentionally Omitted];
(t) The total project cost audit(s) and any other ▇▇▇-▇▇▇▇▇ related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers;
(u) The annual financial statements (known as “Schedule of Additional Service Charge in Lieu of Taxes”) or operating statements for the Overlandlord submitted to the City for fiscal years 2001, 2002 and 2003;
(v) The certificate(s) of formation of the Overlandlord;
(w) The Disclosure Statements for ownership of the Overlandlord submitted to the City;
(x) Copies of invoices for 2002, 2003 and, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004;
(y) Any building permits in the possession or control of Sellers;
(z) All other material reports, statements, certifications and other submissions filed by the Overlandlord with the City pursuant to the ▇▇▇-▇▇▇▇▇ Agreement during 2003 and 2004;
(aa) All Contribution Agreements entered into by the Overlandlord with the City as a condition of the tax exemption;
(bb) Copies of (i) any brokerage agreements affecting the Property and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the Owners pending litigation with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any internal financial part, thereof, if any;
4.1.6 Operating statements for the most recent two full calendar years and monthly operating statements for the calendar year to date;
4.1.7 An inventory of all personal property located on the Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any.
4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1 All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Property in the possession of Seller, if any.
4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.
Appears in 1 contract
Sources: Purchase and Sale Agreement (NNN 2003 Value Fund LLC)
Due Diligence Items. Sellers shall make available 4.1 Prior to Purchasers within five (5) business days after the date Effective Date Seller has delivered to Buyer each of this Agreement the following documents(together with the items described in Paragraph 4.2, 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"”):
4.1.1 The existing survey of the Property, if any (a) All existing land the “Survey”);
4.1.2 A current preliminary title surveys, plans and specifications and as-built drawings report or title commitment (available solely at manager’s office at the Real Property“Title Report”) for the Property issuance of policy of title insurance to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in Sellers’ possession or controlthe Title Report (collectively referred to hereinafter as the “Title Documents”);
(b) All existing title commitments for 4.1.3 A list of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Property in Sellers’ possession or controlProperty, if any, together with copies of the same;
(c) Copies 4.1.4 True and correct copies of the real estate and personal property tax and annual service charge bills statements covering the Property or any part thereof for each of the two (▇▇▇-▇▇▇▇▇2) years prior to the current year and, if available, for the Property for calendar years 2002, 2003 and 2004current year;
(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 4.1.5 A schedule 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 current 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 maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇);
(p) A copy of the ▇▇▇-▇▇▇▇▇ Agreement, including all amendments to the ▇▇▇-▇▇▇▇▇ Agreement;
(q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the ▇▇▇-▇▇▇▇▇ Agreement and approving transfers of the project or ownership in Overlandlord;
(r) All applications for approval of the Tax Exemption and applications to amend the ▇▇▇-▇▇▇▇▇ Agreement;
(s) [Intentionally Omitted];
(t) The total project cost audit(s) and any other ▇▇▇-▇▇▇▇▇ related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers;
(u) The annual financial statements (known as “Schedule of Additional Service Charge in Lieu of Taxes”) or operating statements for the Overlandlord submitted to the City for fiscal years 2001, 2002 and 2003;
(v) The certificate(s) of formation of the Overlandlord;
(w) The Disclosure Statements for ownership of the Overlandlord submitted to the City;
(x) Copies of invoices for 2002, 2003 and, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004;
(y) Any building permits in the possession or control of Sellers;
(z) All other material reports, statements, certifications and other submissions filed by the Overlandlord with the City pursuant to the ▇▇▇-▇▇▇▇▇ Agreement during 2003 and 2004;
(aa) All Contribution Agreements entered into by the Overlandlord with the City as a condition of the tax exemption;
(bb) Copies of (i) any brokerage agreements affecting the Property and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the Owners pending litigation with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any internal financial part, thereof, if any;
4.1.6 Property operating statements for the most recent two calendar years and the current year to date; and
4.1.7 An inventory of all personal property located on the Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any.
4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1 All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Property in the possession of Seller, if any;
4.2.2 The tenant files, books and records relating to the ownership and operation of the Property; and
4.2.3 Any and all other documents reasonably requested by Buyer but only to the extent the same are in Seller’s possession or control.
Appears in 1 contract
Due Diligence Items. Sellers 4.1 Seller shall make available deliver to Purchasers Buyer each of the following within five three (53) business days after of the date of this Agreement Effective Date (together with the following documentsitems described in Section 4.2, 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 Itemsitems"):
4.1.1 Any existing survey of the Property, in Seller's possession (a) All existing land the "Survey");
4.1.2 A current preliminary title surveys, plans and specifications and as-built drawings report or title commitment (available solely at manager’s office at the Real Property"Title Report") for the Property issuance of a standard coverage owner's policy of title insurance, with standard provisions and exceptions (the "Title Policy") to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in Sellers’ possession or controlthe Title Report (collectively referred to hereinafter as the "Title Documents");
(b) All existing title commitments for 4.1.3 A list of all Leases and a list of all Contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Property in Sellers’ possession or controlProperty, if any, together with copies of each Lease and each Contract;
(c) Copies 4.1.4 True and correct copies of the real estate and personal property tax and annual service charge bills statements covering the Property or any part thereof for each of the two (▇▇▇-▇▇▇▇▇2) years prior to the current year and, if available, for the Property for calendar years 2002, 2003 and 2004current year;
(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 4.1.5 A schedule 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 current 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 maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇);
(p) A copy of the ▇▇▇-▇▇▇▇▇ Agreement, including all amendments to the ▇▇▇-▇▇▇▇▇ Agreement;
(q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the ▇▇▇-▇▇▇▇▇ Agreement and approving transfers of the project or ownership in Overlandlord;
(r) All applications for approval of the Tax Exemption and applications to amend the ▇▇▇-▇▇▇▇▇ Agreement;
(s) [Intentionally Omitted];
(t) The total project cost audit(s) and any other ▇▇▇-▇▇▇▇▇ related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers;
(u) The annual financial statements (known as “Schedule of Additional Service Charge in Lieu of Taxes”) or operating statements for the Overlandlord submitted to the City for fiscal years 2001, 2002 and 2003;
(v) The certificate(s) of formation of the Overlandlord;
(w) The Disclosure Statements for ownership of the Overlandlord submitted to the City;
(x) Copies of invoices for 2002, 2003 and, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004;
(y) Any building permits in the possession or control of Sellers;
(z) All other material reports, statements, certifications and other submissions filed by the Overlandlord with the City pursuant to the ▇▇▇-▇▇▇▇▇ Agreement during 2003 and 2004;
(aa) All Contribution Agreements entered into by the Overlandlord with the City as a condition of the tax exemption;
(bb) Copies of (i) any brokerage agreements affecting the Property and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the Owners pending litigation with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any internal financial part, thereof, if any;
4.1.6 Operating statements for the most recent two full calendar years and monthly operating statements for the calendar year to date;
4.1.7 An inventory of all personal property located on the Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any.
4.1.8 A rent roll of the Property in the form prepared by the Seller's property manager in the normal course of Seller's business (provided, however, that Seller shall not be deemed to have made any representation or warranty whatsoever with regard to the rent roll, except as provided in Section 8.1.1 of this Agreement),
4.2 Seller shall make the following available for inspection and copying by Buyer during ordinary business hours at Seller's management office in San Francisco, California, within three (3) business days after the Effective Date (excepting for items described in Section 4.2.4, which shall be provided by Seller as soon as reasonably practicable following Buyer's written request therefore):
4.2.1 All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Property in the possession of Seller, if any;
4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.;
4.2.3 All permits, licenses, approvals and other entitlements relating to the Property in the possession of Seller; and
Appears in 1 contract
Due Diligence Items. Sellers shall make available to Purchasers 4.1. Seller shall, within five (5) business days after the date Effective Date (the “Delivery Date”), deliver to Buyer each of the following (collectively, the “Due Diligence Items”):
4.1.1. Seller’s most recent survey of the Real Property (the “Survey”) which shall be subsequently updated by Seller in conformance with the ALTA/ASCM Standard Detail Requirements and Accuracy Standards for improved properties of this Agreement nature, to a date after the following documentsEffective Date, with the updated being delivered to Buyer within thirty (30) days of the Effective Date;
4.1.2. Copies of all Leases presently in effect with respect to the Real Property, together with any amendments or modifications and correspondences thereof;
4.1.3. A “rent roll” with respect to the Real Property for the calendar month immediately preceding the Effective Date, showing with respect to each Tenant of the Real Property: (1) the name of the Tenant, (2) the number of rentable square feet in Tenant’s premises as set forth in Tenant’s Lease, (3) the current monthly base rental payable by such Tenant, (4) the term of the Lease, (5) any available options for the Tenant under the Lease; and (6) the amount of any security deposit;
4.1.4. An aging report showing, with respect to each Tenant of the Real Property, the date through which shall such Tenant has paid rent and a Tenant by Tenant monthly aging report for the preceding 24 months;
4.1.5. A list of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Real Property, if any, together with copies of the same;
4.1.6. All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Real Property in the possession of Seller or under the control of Seller, if any;
4.1.7. True and correct copies of the real estate and personal property tax statements covering the Property or any part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.8. A schedule of all current or pending litigation with respect to the Real Property or any part thereof, if any, or otherwise with respect to Seller that might have a material adverse effect on Seller’s ability to perform hereunder, together with a brief description of each such proceeding;
4.1.9. Operating statements for the Real Property for calendar years 2000, 2001 and 2002 year to date, or if shorter, for any periods during which Seller was owner of the Real Property;
4.1.10. Copies of Tenant files and records relating to the ownership and operation of the Real Property (provided, however, with Buyer’s consent such files and records may be made available for review and copying (inspection by Buyer during ordinary business hours at Purchasers’ cost and expense) at Seller’s management office);
4.1.11. An inventory of all personal property located on the offices Real Property which is used in the maintenance 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 Real Property or stored for future use with the Real Property) ;
4.1.12. Copies of existing loan documents and notes affecting the Real Property, if loan is to be assumed;
4.1.13. Copies of utility bills for the Real Property for the calendar years 2000, 2001 and 2002 year to date to the extent they have been retained by Seller; and
4.1.14. The most recent environmental report on 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’ Seller’s 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 maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇);
(p) A copy of the ▇▇▇-▇▇▇▇▇ Agreement, including all amendments to the ▇▇▇-▇▇▇▇▇ Agreement;
(q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the ▇▇▇-▇▇▇▇▇ Agreement and approving transfers of the project or ownership in Overlandlord;
(r) All applications for approval of the Tax Exemption and applications to amend the ▇▇▇-▇▇▇▇▇ Agreement;
(s) [Intentionally Omitted];
(t) The total project cost audit(s) and any other ▇▇▇-▇▇▇▇▇ related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers;
(u) The annual financial statements (known as “Schedule of Additional Service Charge in Lieu of Taxes”) or operating statements for the Overlandlord submitted to the City for fiscal years 2001, 2002 and 2003;
(v) The certificate(s) of formation of the Overlandlord;
(w) The Disclosure Statements for ownership of the Overlandlord submitted to the City;
(x) Copies of invoices for 2002, 2003 and, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004;
(y) Any building permits in the possession or control of Sellers;
(z) All other material reports, statements, certifications and other submissions filed by the Overlandlord with the City pursuant to the ▇▇▇-▇▇▇▇▇ Agreement during 2003 and 2004;
(aa) All Contribution Agreements entered into by the Overlandlord with the City as a condition of the tax exemption;
(bb) Copies of (i) any brokerage agreements affecting the Property and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the Owners with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any internal financial audits relating to the Property.
Appears in 1 contract
Due Diligence Items. Sellers 4.1. Seller has, on or prior to the date hereof, delivered to Buyer, or shall make available to Purchasers within five three (53) business days after of the date Execution Date, each 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"”):
4.1.1. An ALTA survey with Table A items 1, 2, 3, 4, 7(a), 8, 9, 10 and 11 for each of Health Quest Group Properties (aeach, a “Survey”);
4.1.2. Copies of all documents and materials provided in the “Data Room,” as described on Exhibit I attached hereto;
4.1.3. Copies of all Leases presently in effect with respect to the Real Property, together with any exhibits and amendments thereto (no CPI calculations are applicable);
4.1.4. Copies of the contracts for roof repairs for the Sunrise and Winter Park properties (the “Roof Contracts”), which constitute the sole contracts in Seller’s possession (other than the Leases) affecting the Real Property, if any, together with copies of the building permits for the Roof Contracts and any “Notices To Owner” received by Sellers in connection with the Roof Contracts (“Roof Contract Notices”) on or before the Execution Date (any Roof Contract Notices received by Sellers after the Execution Date and prior to the Closing Date, as defined below, shall be delivered to Buyer within two business days after receipt thereof, but in any event prior to the Close of Escrow, as defined below);
4.1.5. All existing land title surveyssite plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils, engineering/property condition and similar reports and/or audits and plans and specifications and as-built drawings (available solely at manager’s office at relative to the Real Property) for the Property in Sellers’ the possession of Seller or controlunder the control of Seller, if any, and if able to be copied;
(b) All existing title commitments for the Property in Sellers’ possession or control;
(c) Copies 4.1.6. True and correct copies of the real estate and personal property tax and annual service charge bills statements covering the Health Quest Group Properties or any part thereof for each of the two (▇▇▇-▇▇▇▇▇2) years prior to the current year (tax statements for the Property for calendar years 2002, 2003 and 2004current year are not available);
(d) Copies of the environmental, soils and/or engineering reports listed on Exhibit G in accordance with the terms of such Exhibit attached hereto 4.1.7. True 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 correct copies of all such reportscertificates of occupancy for the Property, if available to Seller;
(e) Copies 4.1.8. True and correct copies of all Leases and tenant correspondence fileseasement agreements affecting the Real Property;
(f) Copies 4.1.9. A schedule of all current or pending litigation with respect to the Contracts;
(g) All certificates of occupancy, licenses, permits and outstanding violationsReal Property or any part thereof, if any, pertaining or otherwise with respect to the Property which are in Sellers’ possession or control.Seller that might have a material adverse effect on Seller’s ability to perform hereunder, together with a brief description of each such proceeding (Seller hereby represents that there is no such litigation);
(h) The operating 4.1.10. Operating statements for the Real Property for the last 3 fiscal yearstwo prior calendar years and the current year to date, or if shorter, for any periods during which Seller was owner of the Real Property;
(i) Partnership agreements 4.1.11. Evidence of flood plan insurance, if required, for each Ownerof the Health Quest Group Properties;
(j) Copies of the Ground Lease 4.1.12. Any 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 environmental reports for the Property maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇);
(p) A copy of the ▇▇▇-▇▇▇▇▇ Agreement, including all amendments to the ▇▇▇-▇▇▇▇▇ Agreement;
(q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the ▇▇▇-▇▇▇▇▇ Agreement and approving transfers of the project or ownership in Overlandlord;
(r) All applications for approval of the Tax Exemption and applications to amend the ▇▇▇-▇▇▇▇▇ Agreement;
(s) [Intentionally Omitted];
(t) The total project cost audit(s) and any other ▇▇▇-▇▇▇▇▇ related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers;
(u) The annual financial statements (known as “Schedule of Additional Service Charge in Lieu of Taxes”) or operating statements for the Overlandlord submitted to the City for fiscal years 2001, 2002 and 2003;
(v) The certificate(s) of formation of the Overlandlord;
(w) The Disclosure Statements for ownership of the Overlandlord submitted to the City;
(x) Copies of invoices for 2002, 2003 and, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004;
(y) Any building permits in the possession or control of Sellers;
(z) All other material reports, statements, certifications and other submissions filed by the Overlandlord with the City pursuant to the ▇▇▇-▇▇▇▇▇ Agreement during 2003 and 2004;
(aa) All Contribution Agreements entered into by the Overlandlord with the City as a condition of the tax exemption;
(bb) Copies of (i) any brokerage agreements affecting the Property and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the Owners with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any internal financial audits relating to the Real Property.
Appears in 1 contract
Sources: Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
Due Diligence Items. Sellers shall make available 4.1 Seller has delivered to Purchasers within five (5) business days after Buyer, to the date extent the same are available, and Buyer hereby acknowledges receipt of this Agreement the following documentsitems (together with the items described in Section 4.2, 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"”):
4.1.1 Any existing survey of the Property, in Seller’s possession or control (a) All existing land the “Survey”);
4.1.2 A current title surveys, plans and specifications and as-built drawings commitment (available solely at manager’s office at the Real Property“Title Commitment”) for the Property issuance of a standard coverage owner’s policy of title insurance, with standard provisions and exceptions (the “Title Policy”) to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in Sellers’ possession or controlthe Title Commitment (collectively referred to hereinafter as the “Title Documents”);
4.1.3 A list of all Leases and contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Property, if any, together with true and complete copies (bin all material respects) All existing title commitments for of the Property in Sellers’ possession or controlsame;
(c) Copies 4.1.4 True and correct copies of the real estate and personal property tax and annual service charge bills statements covering the Property or any part thereof for each of the two (▇▇▇-▇▇▇▇▇2) years prior to the current year and, if available, for the Property for calendar years 2002, 2003 and 2004current year;
(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 4.1.5 A schedule 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 current 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 maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇);
(p) A copy of the ▇▇▇-▇▇▇▇▇ Agreement, including all amendments to the ▇▇▇-▇▇▇▇▇ Agreement;
(q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the ▇▇▇-▇▇▇▇▇ Agreement and approving transfers of the project or ownership in Overlandlord;
(r) All applications for approval of the Tax Exemption and applications to amend the ▇▇▇-▇▇▇▇▇ Agreement;
(s) [Intentionally Omitted];
(t) The total project cost audit(s) and any other ▇▇▇-▇▇▇▇▇ related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers;
(u) The annual financial statements (known as “Schedule of Additional Service Charge in Lieu of Taxes”) or operating statements for the Overlandlord submitted to the City for fiscal years 2001, 2002 and 2003;
(v) The certificate(s) of formation of the Overlandlord;
(w) The Disclosure Statements for ownership of the Overlandlord submitted to the City;
(x) Copies of invoices for 2002, 2003 and, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004;
(y) Any building permits in the possession or control of Sellers;
(z) All other material reports, statements, certifications and other submissions filed by the Overlandlord with the City pursuant to the ▇▇▇-▇▇▇▇▇ Agreement during 2003 and 2004;
(aa) All Contribution Agreements entered into by the Overlandlord with the City as a condition of the tax exemption;
(bb) Copies of (i) any brokerage agreements affecting the Property and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the Owners pending litigation with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any internal financial part, thereof, if any;
4.1.6 Operating statements for the most recent two full calendar years and monthly operating statements for the calendar year to date, including a current delinquency report;
4.1.7 An inventory of all personal property located on the Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any.
4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1 All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Property in the possession of Seller, if any.
4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.
Appears in 1 contract
Due Diligence Items. Sellers shall make available 4.1 Seller has delivered to Purchasers within five Buyer (5) business days after either by delivery to Buyer or by posting the date same on the Peracon Website and providing Buyer an access code thereto), to the extent the same are available, and Buyer hereby acknowledges receipt of this Agreement the following documentsitems (together with the items described in Section 4.2, 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"”):
4.1.1 Any existing survey of the Property, in Seller’s possession (a) All existing land the “Survey”);
4.1.2 A current preliminary title surveys, plans and specifications and as-built drawings report or title commitment (available solely at manager’s office at the Real Property“Title Report”) for the Property issuance of a standard coverage owner’s policy of title insurance, with standard provisions and exceptions (the “Title Policy”) to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in Sellers’ possession or controlthe Title Report (collectively referred to hereinafter as the “Title Documents”);
(b) All existing title commitments for 4.1.3 A list of all Contracts, together with copies of the Property in Sellers’ possession or controlsame;
(c) Copies 4.1.4 True and correct copies of the real estate and personal property tax and annual service charge bills (▇▇▇-▇▇▇▇▇) statements covering the Property or any part thereof for the period of time that Seller owned the Property prior to the current year and, if available, for calendar years 2002, 2003 and 2004the current year;
(d) 4.1.5 A schedule of all current or pending litigation with respect to the Property or any part, thereof, if any;
4.1.6 Operating statements for Seller’s ownership period and monthly operating statements for the calendar year to date;
4.1.7 An inventory of all personal property located on the Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any.
4.1.8 Copies of the environmental, soils and/or engineering environmental reports listed on Exhibit G in accordance with the terms of such Exhibit Schedule 1 attached hereto and made a part hereof; Sellers .
4.2 Seller shall also promptly perform an investigation make the following available for all such inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1 All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Property in Sellers the 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 violationsSeller, if any, pertaining to the Property which are in Sellers’ possession or control.
(h) 4.2.2 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 reportstenant files, 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 maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇);
(p) A copy of the ▇▇▇-▇▇▇▇▇ Agreement, including all amendments to the ▇▇▇-▇▇▇▇▇ Agreement;
(q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the ▇▇▇-▇▇▇▇▇ Agreement and approving transfers of the project or ownership in Overlandlord;
(r) All applications for approval of the Tax Exemption and applications to amend the ▇▇▇-▇▇▇▇▇ Agreement;
(s) [Intentionally Omitted];
(t) The total project cost audit(s) and any other ▇▇▇-▇▇▇▇▇ related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers;
(u) The annual financial statements (known as “Schedule of Additional Service Charge in Lieu of Taxes”) or operating statements for the Overlandlord submitted to the City for fiscal years 2001, 2002 and 2003;
(v) The certificate(s) of formation of the Overlandlord;
(w) The Disclosure Statements for ownership of the Overlandlord submitted to the City;
(x) Copies of invoices for 2002, 2003 and, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004;
(y) Any building permits in the possession or control of Sellers;
(z) All other material reports, statements, certifications and other submissions filed by the Overlandlord with the City pursuant to the ▇▇▇-▇▇▇▇▇ Agreement during 2003 and 2004;
(aa) All Contribution Agreements entered into by the Overlandlord with the City as a condition of the tax exemption;
(bb) Copies of (i) any brokerage agreements affecting the Property and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the Owners with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any internal financial audits relating to ownership and operation of the Property.
Appears in 1 contract
Due Diligence Items. Sellers shall make available 4.1 Seller has delivered to Purchasers within five Buyer (5) business days after either by delivery to Buyer or by posting the date same on the Peracon Website and providing Buyer an access code thereto), to the extent the same are available, and Buyer hereby acknowledges receipt of this Agreement the following documentsitems (together with the items described in Section 4.2, 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"”):
4.1.1 Any existing survey of the Property, in Seller’s possession (athe “Survey”);
4.1.2 A current preliminary title report or title commitment (the “Title Report”) All existing land title surveys, plans and specifications and as-built drawings (available solely at manager’s office at the Real Property) sufficient for the Property issuance of a standard coverage owner’s policy of title insurance, with standard provisions and exceptions (the “Title Policy”) to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in Sellers’ possession or controlthe Title Report (collectively referred to hereinafter as the “Title Documents”);
(b) All existing title commitments for 4.1.3 A list of all Contracts, together with copies of the Property in Sellers’ possession or controlsame;
(c) Copies 4.1.4 True and correct copies of the real estate and personal property tax and annual service charge bills (▇▇▇-▇▇▇▇▇) statements covering the Property or any part thereof for the period of time that Seller owned the Property prior to the current year and, if available, for calendar years 2002, 2003 and 2004the current year;
(d) 4.1.5 A schedule of all current or pending litigation with respect to the Property or any part, thereof, if any;
4.1.6 Operating statements for Seller’s ownership period and monthly operating statements for the calendar year to date;
4.1.7 An inventory of all personal property located on the Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any;
4.1.8 Copies of the environmental, soils and/or engineering environmental reports listed on Exhibit G in accordance with the terms of such Exhibit Schedule 2 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) 4.1.9 Copies of all Leases minute books or comparable limited liability company records for the Company and tenant correspondence filesSeller;
(f) 4.1.10 Copies of the Contracts;Loan Documents; and
(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 4.1.11 A schedule of the Ground Lease and the Building Lease;
(koutstanding Reserves of Seller described in Section 7.7(b) The most recent operating and capital budgets for calendar year 2004 and 2005;
(l) A of this Agreement as of January 8, 2009, 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 maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇);
(p) A copy of the ▇▇▇-▇▇▇▇▇ Agreement, including all amendments to the ▇▇▇-▇▇▇▇▇ Agreement;
(q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the ▇▇▇-▇▇▇▇▇ Agreement and approving transfers of the project or ownership in Overlandlord;
(r) All applications for approval of the Tax Exemption and applications to amend the ▇▇▇-▇▇▇▇▇ Agreement;
(s) [Intentionally Omitted];
(t) The total project cost audit(s) and any other ▇▇▇-▇▇▇▇▇ related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers;
(u) The annual financial statements (known is attached hereto as “Schedule of Additional Service Charge in Lieu of Taxes”) or operating statements for the Overlandlord submitted to the City for fiscal years 2001, 2002 and 2003;
(v) The certificate(s) of formation of the Overlandlord;
(w) The Disclosure Statements for ownership of the Overlandlord submitted to the City;
(x) Copies of invoices for 2002, 2003 and, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004;
(y) Any building permits in the possession or control of Sellers;
(z) All other material reports, statements, certifications and other submissions filed by the Overlandlord with the City pursuant to the ▇▇▇-▇▇▇▇▇ Agreement during 2003 and 2004;
(aa) All Contribution Agreements entered into by the Overlandlord with the City as a condition of the tax exemption;
(bb) Copies of (i) any brokerage agreements affecting the Property and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the Owners with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any internal financial audits relating to the Property4.1.11 hereto.
Appears in 1 contract
Sources: Merger Agreement (Grubb & Ellis Co)
Due Diligence Items. Sellers shall make available 4.1. Seller shall, on or before the Delivery Date, deliver to Purchasers within five (5) business days after the date Buyer each 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"”):
4.1.1. Order an ALTA survey of the Real Property dated no earlier than thirty (30) days prior to the Effective Date, and deliver any existing surveys or plats of the Property (the “Survey”);
4.1.2. Copies of all Leases presently in effect with respect to the Real Property, together with any amendments or modifications thereof;
4.1.3. A “rent roll” with respect to the Real Property for the calendar month immediately preceding the Effective Date, showing with respect to each Tenant of the Real Property: (1) the name of the Tenant, (2) the number of rentable square feet in Tenant’s premises as set forth in Tenant’s Lease, (3) the current monthly base rental payable by such Tenant, (4) the term of the Lease, (5) any available options for the Tenant under the Lease; and (6) the amount of any security deposit;
4.1.4. A “rent roll” current as of December, 2005, 2006 and 2007 year to date;
4.1.5. An aging report showing, with respect to each Tenant of the Real Property, the date through which such Tenant has paid rent and a Tenant by Tenant monthly aging report for the preceding 24 months;
4.1.6. A list of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Real Property, if any, together with copies of the same;
4.1.7. All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Real Property in the possession of Seller or under the control of Seller, if any;
4.1.8. True and correct copies of the real estate and personal property tax statements covering the Property or any part thereof for each of the two (2) years prior to the current year and, if available, for the current year;
4.1.9. Operating statements for the Real Property for the two prior calendar years and the current year to date, or if shorter, for any periods during which Seller was owner of the Real Property;
4.1.10. Copies of Tenant files and records relating to the ownership and operation of the Real Property;
4.1.11. An inventory of all personal property located on the Real Property which is used in the maintenance of the Real Property or stored for future use with the Real Property;
4.1.12. Copies of existing loan documents and notes affecting the Real Property, if loan is to be assumed;
4.1.13. Copies of utility bills for the Real Property for the two prior calendar years and the current year to date or if shorter, for any periods during which the Seller was the owner of the Property;
4.1.14. Copies of all common area maintenance (“CAM”) reconciliations/budgets together with the following:
(a) All existing land title surveys, plans and specifications and as-built drawings (available solely at manager’s office at the Real Property) CAM reconciliations/budgets for the Property in Sellers’ possession or controlcurrent year to date and previous two (2) years;
(b) All existing title commitments for the Property in Sellers’ possession or controlCurrent actual CAM reconciliation submitted to tenant(s);
(c) Copies of the real estate tax and annual service charge bills (▇▇▇-▇▇▇▇▇) for the Property for calendar years 2002, 2003 and 2004;Current year CAM estimates; and
(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 Back up documentation to the Property which are in Sellers’ possession or control.
(h) The operating statements for the Property for the last 3 fiscal years;support CAM reconciliation:
(i) Partnership agreements for each OwnerOperating expense recovery schedule;
(jii) Copies Gross up calculation/schedule together with a list of the Ground Lease what variable expenses are gross up and the Building Leaseby what percentage, if any;
(kiii) The most recent operating and capital budgets for calendar year 2004 and 2005Schedule of tenant reimbursements (i.e., electricity sub-metered) previously billed;
(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 maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇);
(p) A copy of the ▇▇▇-▇▇▇▇▇ Agreement, including all amendments to the ▇▇▇-▇▇▇▇▇ Agreement;
(q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the ▇▇▇-▇▇▇▇▇ Agreement and approving transfers of the project or ownership in Overlandlord;
(r) All applications for approval of the Tax Exemption and applications to amend the ▇▇▇-▇▇▇▇▇ Agreement;
(s) [Intentionally Omitted];
(t) The total project cost audit(s) and any other ▇▇▇-▇▇▇▇▇ related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers;
(u) The annual financial statements (known as “Schedule of Additional Service Charge in Lieu of Taxes”) or operating statements for the Overlandlord submitted to the City for fiscal years 2001, 2002 and 2003;Tenant legers showing what was actually billed; and
(v) The certificate(s) Base year calculations.
4.1.15. Copies of formation of the Overlandlordall tenant sales reports;
(w) The Disclosure Statements for ownership of the Overlandlord submitted to the City;
(x) 4.1.16. Copies of invoices for 2002, 2003 and, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004;
(y) Any building permits in the possession or control of Sellers;
(z) All other material existing environmental reports, statementsincluding, certifications Phase I environmental report and other submissions filed by the Overlandlord with the City pursuant to the ▇▇▇-▇▇▇▇▇ Agreement during 2003 and 2004Phase II environmental report, if any;
(aa) All Contribution Agreements entered into by the Overlandlord with the City as a condition of the tax exemption;
(bb) Copies of (i) any brokerage agreements affecting the Property and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the Owners with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any internal financial audits relating to the Property.
Appears in 1 contract
Sources: Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
Due Diligence Items. Sellers 4.1 Seller shall make available deliver to Purchasers Buyer each of the following within five (5) business days after of the date of this Agreement Effective Date (together with the following documentsitems described in Section 4.2, 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"):
4.1.1 Any existing survey of the Property, in Seller's possession (athe "Survey");
4.1.2 A current preliminary title report or title commitment (the "Title Report"), dated not earlier than thirty (30) All existing land title surveysdays prior to the Effective Date, plans and specifications and as-built drawings (available solely at manager’s office at the Real Property) for the Property issuance of a standard coverage owner's policy of title insurance, with standard provisions and exceptions (the "Title Policy") to Buyer from the Escrow Holder (defined hereinafter in Sellers’ possession or controlSection 7.1.1), together with copies of all documents constituting exceptions to the title as reflected in the Title Report (collectively referred to hereinafter as the "Title Documents");
(b) All existing title commitments for 4.1.3 A list of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Property in Sellers’ possession or controlProperty, if any, together with copies of the same;
(c) Copies 4.1.4 True and correct copies of the real estate and personal property tax and annual service charge bills statements covering the Property or any part thereof for each of the two (▇▇▇-▇▇▇▇▇2) years prior to the current year and, if available, for the Property for calendar years 2002, 2003 and 2004current year;
(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 4.1.5 A schedule 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 current 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 maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇);
(p) A copy of the ▇▇▇-▇▇▇▇▇ Agreement, including all amendments to the ▇▇▇-▇▇▇▇▇ Agreement;
(q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the ▇▇▇-▇▇▇▇▇ Agreement and approving transfers of the project or ownership in Overlandlord;
(r) All applications for approval of the Tax Exemption and applications to amend the ▇▇▇-▇▇▇▇▇ Agreement;
(s) [Intentionally Omitted];
(t) The total project cost audit(s) and any other ▇▇▇-▇▇▇▇▇ related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers;
(u) The annual financial statements (known as “Schedule of Additional Service Charge in Lieu of Taxes”) or operating statements for the Overlandlord submitted to the City for fiscal years 2001, 2002 and 2003;
(v) The certificate(s) of formation of the Overlandlord;
(w) The Disclosure Statements for ownership of the Overlandlord submitted to the City;
(x) Copies of invoices for 2002, 2003 and, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004;
(y) Any building permits in the possession or control of Sellers;
(z) All other material reports, statements, certifications and other submissions filed by the Overlandlord with the City pursuant to the ▇▇▇-▇▇▇▇▇ Agreement during 2003 and 2004;
(aa) All Contribution Agreements entered into by the Overlandlord with the City as a condition of the tax exemption;
(bb) Copies of (i) any brokerage agreements affecting the Property and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the Owners pending litigation with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any internal financial audits part, thereof, if any, together with a brief description of each such proceeding;
4.1.6 Operating statements for the most recent two full calendar years and monthly operating statements for the calendar year to date, or if shorter, for any periods during which Seller was owner of the Real Property;
4.1.7 An inventory of all personal property located on the Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any;
4.1.8 A current rent roll which may include, among other things: (1) the name of the Tenant, (2) the number of rentable square feet in Tenant's premises as set forth in Tenant's Lease, (3) the current monthly base rental payable by such Tenant, (4) the term of the Lease, (5) any available options for the Tenant under the Lease; and (6) the amount of any security deposit;
4.1.9 All environmental, physical or mechanical reports prepared by third parties in Seller's possession relating to the Property;
4.1.10 Copies of all Leases presently in effect with respect to the Real Property, together with any amendments or modifications thereto. All Leases, amendments and modifications with respect to Cisco, InfoEdge and Rubbermaid are listed on the attached Exhibit I.
4.1.11 An aging report showing, with respect to each Tenant of the Real Property, the date through which such Tenant has paid rent and a Tenant by Tenant monthly aging report for the preceding twelve (12) months;
4.1.12 All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Real Property in the possession of Seller, if any; and
4.1.13 Copies of utility bills for the Real Property for the prior calendar year and the current year to date or if shorter, for any periods during which the Seller was the owner of the Property.
4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller's management office:
4.2.1 All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Property in the possession of Seller, if any.
4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.
Appears in 1 contract
Due Diligence Items. Sellers 4.1 Seller shall make available deliver to Purchasers Buyer each of the following within five (5) business days after of the date of this Agreement Effective Date (together with the following documentsitems described in Section 4.2, 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"”):
4.1.1 Any existing survey of the Property, in Seller’s possession (athe “Survey”);
4.1.2 A current preliminary title report or title commitment (the “Title Report”), dated not earlier than thirty (30) All existing land title surveysdays prior to the Effective Date, plans and specifications and as-built drawings (available solely at manager’s office at the Real Property) for the Property issuance of a standard coverage owner’s policy of title insurance, with standard provisions and exceptions (the “Title Policy”) to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in Sellers’ possession or controlthe Title Report (collectively referred to hereinafter as the “Title Documents”);
(b) All existing title commitments for 4.1.3 A list of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Property in Sellers’ possession or controlProperty, if any, together with copies of the same;
(c) Copies 4.1.4 True and correct copies of the real estate and personal property tax and annual service charge bills statements covering the Property or any part thereof for each of the two (▇▇▇-▇▇▇▇▇2) years prior to the current year and, if available, for the Property for calendar years 2002, 2003 and 2004current year;
(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 4.1.5 A schedule 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 current 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 maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇);
(p) A copy of the ▇▇▇-▇▇▇▇▇ Agreement, including all amendments to the ▇▇▇-▇▇▇▇▇ Agreement;
(q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the ▇▇▇-▇▇▇▇▇ Agreement and approving transfers of the project or ownership in Overlandlord;
(r) All applications for approval of the Tax Exemption and applications to amend the ▇▇▇-▇▇▇▇▇ Agreement;
(s) [Intentionally Omitted];
(t) The total project cost audit(s) and any other ▇▇▇-▇▇▇▇▇ related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers;
(u) The annual financial statements (known as “Schedule of Additional Service Charge in Lieu of Taxes”) or operating statements for the Overlandlord submitted to the City for fiscal years 2001, 2002 and 2003;
(v) The certificate(s) of formation of the Overlandlord;
(w) The Disclosure Statements for ownership of the Overlandlord submitted to the City;
(x) Copies of invoices for 2002, 2003 and, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004;
(y) Any building permits in the possession or control of Sellers;
(z) All other material reports, statements, certifications and other submissions filed by the Overlandlord with the City pursuant to the ▇▇▇-▇▇▇▇▇ Agreement during 2003 and 2004;
(aa) All Contribution Agreements entered into by the Overlandlord with the City as a condition of the tax exemption;
(bb) Copies of (i) any brokerage agreements affecting the Property and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the Owners pending litigation with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any internal financial audits part, thereof, if any, together with a brief description of each such proceeding;
4.1.6 Operating statements for the most recent two full calendar years and monthly operating statements for the calendar year to date, or if shorter, for any periods during which Seller was owner of the Real Property;
4.1.7 An inventory of all personal property located on the Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any;
4.1.8 A current rent roll which may include, among other things: (1) the name of the Tenant, (2) the number of rentable square feet in Tenant’s premises as set forth in Tenant’s Lease, (3) the current monthly base rental payable by such Tenant, (4) the term of the Lease, (5) any available options for the Tenant under the Lease; and (6) the amount of any security deposit;
4.1.9 All environmental, physical or mechanical reports prepared by third parties in Seller’s possession relating to the Property;
4.1.10 Copies of all Leases presently in effect with respect to the Real Property, together with any amendments or modifications thereto. All Leases, amendments and modifications with respect to Titan and St. Paul’s are listed on the attached Exhibit I.
4.1.11 An aging report showing, with respect to each Tenant of the Real Property, the date through which such Tenant has paid rent and a Tenant by Tenant monthly aging report for the preceding twelve (12) months;
4.1.12 All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Real Property in the possession of Seller, if any; and
4.1.13 Copies of utility bills for the Real Property for the prior calendar year and the current year to date or if shorter, for any periods during which the Seller was the owner of the Property.
4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours at Seller’s management office:
4.2.1 All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Property in the possession of Seller, if any.
4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.
Appears in 1 contract
Due Diligence Items. Sellers shall make available 4.1. Prior to Purchasers within five the Effective Date (5) business days after the date except as otherwise specifically identified below), Seller has delivered to Buyer each of this Agreement the following documents(collectively, all the “Due Diligence Items”). The term Due Diligence Items shall also include those documents in Buyer’s possession prior to the Close of which shall be made available for review and copying (at Purchasers’ cost and expense) at Escrow:
4.1.1. A survey of the offices of Eastdil Realty LLC at ▇▇ ▇▇▇▇ ▇▇▇▇ Real Property dated April 10, 2000 prepared by Pinion & ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ (except where another location is specified belowthe “Survey”);
4.1.2. Copies of all Leases (which shall include any available extension options) (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 presently in effect with respect to the Real Property, together with any amendments or modifications thereof and other material correspondence received by Seller as landlord with respect to the Leases, exclusive of internal or confidential correspondence; provided however, a copy of that certain Lease by and between Landlord and The Sleep Specialty Center, LLC dated October 5, 2007 (the “Sleep Center Lease”) shall be delivered to Buyer within two (2) days after the Effective Date;
4.1.3. Within two (2) days after the Effective Date, a “Rent Roll” with respect to the Real Property for the Property calendar month immediately preceding the Effective Date, showing with respect to each Tenant of the Real Property: (1) the name of the Tenant, (2) the number of rentable square feet in Sellers’ possession or controlTenant’s premises as set forth in Tenant’s Lease, (3) the current monthly base rental payable by such Tenant, (4) the term of the Lease; and (5) the amount of any security deposit;
4.1.4. Within two (b2) All existing title commitments for days after the Property in Sellers’ possession or controlEffective Date, a Rent Roll current as of December 2006, and 2007 year to date;
4.1.5. Within two (c2) days of Effective Date, an aging report showing the outstanding balance due as of September 30, 2007, from each Tenant, if any;
4.1.6. Copies of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements in Seller’s possession affecting the Real Property, if any, together with copies of the same; provided however, a copy of that certain tenant improvements construction contract by and between Landlord and May Construction Company dated October 8, 2007 (the “May Construction Contract”) whereby May Construction Company has agreed to construction tenant improvements referenced in the Sleep Center Lease at a cost of $166,852.62 (all as more particularly described in the May Construction Contract), shall be delivered to Buyer within two (2) days after the Effective Date.
4.1.7. A site plan and comprehensive floor plan in the Seller’s possession;
4.1.8. True and correct copies of the real estate and personal property tax and annual service charge bills statements covering the Property or any part thereof for each of the two (▇▇▇-▇▇▇▇▇2) years prior to the current year and, if available, for the Property for calendar years 2002, 2003 and 2004current year;
(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 4.1.9. A schedule of all such reports;
(e) Copies of all Leases and tenant correspondence files;
(f) Copies of current or pending litigation with respect to the Contracts;
(g) All certificates of occupancy, licenses, permits and outstanding violationsReal Property or any part thereof, if any, pertaining or otherwise with respect to Seller that might have a material adverse effect on Seller’s ability to perform hereunder, together with a brief description of each such proceeding;
4.1.10. Within two (2) days of the Property which are in Sellers’ possession or control.
(h) The Effective Date, operating statements for the Real Property for the last 3 fiscal yearstwo prior calendar years and the current year to September 30th;
(i) Partnership agreements 4.1.11. An inventory of all personal property located on the Real Property which is used in the maintenance of the Real Property or stored for each Ownerfuture use with the Real Property;
(j) 4.1.12. 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 utility bills for the Real Property maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇);
(p) A copy of the ▇▇▇-▇▇▇▇▇ Agreement, including all amendments to the ▇▇▇-▇▇▇▇▇ Agreement;
(q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the ▇▇▇-▇▇▇▇▇ Agreement and approving transfers of the project or ownership in Overlandlord;
(r) All applications for approval of the Tax Exemption and applications to amend the ▇▇▇-▇▇▇▇▇ Agreement;
(s) [Intentionally Omitted];
(t) The total project cost audit(s) and any other ▇▇▇-▇▇▇▇▇ related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers;
(u) The annual financial statements (known as “Schedule of Additional Service Charge in Lieu of Taxes”) or operating statements for the Overlandlord submitted to the City for fiscal years 2001previous 12 calendar months; and
4.1.13. The Atlanta Testing and Engineering Report 127597 dated February 17, 2002 and 2003;
(v) The certificate(s) of formation of the Overlandlord;
(w) The Disclosure Statements for ownership of the Overlandlord submitted to the City;
(x) Copies of invoices for 2002, 2003 and, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004;
(y) Any building permits in the possession or control of Sellers;
(z) All other material reports, statements, certifications and other submissions filed by the Overlandlord with the City pursuant to the ▇▇▇-▇▇▇▇▇ Agreement during 2003 and 2004;
(aa) All Contribution Agreements entered into by the Overlandlord with the City as a condition of the tax exemption;
(bb) Copies of (i) any brokerage agreements affecting the Property and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the Owners with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any internal financial audits relating to the Property1999.
Appears in 1 contract
Sources: Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
Due Diligence Items. Sellers 4.1 Seller shall make available deliver to Purchasers within five Buyer each of the following by no later than one (51) business days after day following the date of this Agreement Effective Date (together with the following documentsitems described in Section 4.2, 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"”):
4.1.1 The existing survey of the Property in Seller’s possession, dated May 6, 2004 (a) All existing land the “Survey”);
4.1.2 A current preliminary title surveys, plans and specifications and as-built drawings report or title commitment (available solely at manager’s office at the Real Property“Title Report”) for the Property issuance of a standard coverage owner’s policy of title insurance, with standard provisions and exceptions (the “Title Policy”) to Buyer from the Escrow Holder, together with copies of all documents constituting exceptions to the title as reflected in Sellers’ possession or controlthe Title Report (collectively referred to hereinafter as the “Title Documents”);
(b) All existing title commitments for 4.1.3 A list of all tenant leases, contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Property in Sellers’ possession or controlProperty, if any, together with copies of the same;
(c) Copies 4.1.4 True and correct copies of the real estate and personal property tax and annual service charge bills statements covering the Property or any part thereof for each of the three (▇▇▇-▇▇▇▇▇3) years prior to the current year and, if available, for the Property for calendar years 2002, 2003 and 2004current year;
(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 4.1.5 A schedule of all such reports;
(e) Copies of all Leases and tenant correspondence files;
(f) Copies of current or pending litigation with respect to the Contracts;
(g) All certificates of occupancyProperty or any part, licenses, permits and outstanding violationsthereof, if any;
4.1.6 Operating statements for the most recent two (2) full calendar years and monthly operating statements for the calendar year to date;
4.1.7 An inventory of all personal property located on the Property, pertaining used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any.
4.2 Seller shall make the following available for inspection by Buyer during ordinary business hours (or as otherwise agreed) at Seller’s management office:
4.2.1 All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Property in the possession of Seller, if any.
4.2.2 The tenant files, books and records relating to the ownership and operation of the Property.
4.2.3 All other items relating to the Property which are in Sellers’ located at Seller’s management office or otherwise within Seller’s 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, except internal financial statements projections, appraisals, and other submissions filed materials reasonably deemed by Seller to be proprietary 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 maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇);
(p) A copy of the ▇▇▇-▇▇▇▇▇ Agreement, including all amendments to the ▇▇▇-▇▇▇▇▇ Agreement;
(q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the ▇▇▇-▇▇▇▇▇ Agreement and approving transfers of the project or ownership in Overlandlord;
(r) All applications for approval of the Tax Exemption and applications to amend the ▇▇▇-▇▇▇▇▇ Agreement;
(s) [Intentionally Omitted];
(t) The total project cost audit(s) and any other ▇▇▇-▇▇▇▇▇ related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers;
(u) The annual financial statements (known as “Schedule of Additional Service Charge in Lieu of Taxes”) or operating statements for the Overlandlord submitted to the City for fiscal years 2001, 2002 and 2003;
(v) The certificate(s) of formation of the Overlandlord;
(w) The Disclosure Statements for ownership of the Overlandlord submitted to the City;
(x) Copies of invoices for 2002, 2003 and, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004;
(y) Any building permits in the possession or control of Sellers;
(z) All other material reports, statements, certifications and other submissions filed by the Overlandlord with the City pursuant to the ▇▇▇-▇▇▇▇▇ Agreement during 2003 and 2004;
(aa) All Contribution Agreements entered into by the Overlandlord with the City as a condition of the tax exemption;
(bb) Copies of (i) any brokerage agreements affecting the Property and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the Owners with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any internal financial audits relating to the Propertyconfidential.
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Due Diligence Items. Sellers 4.1. Seller shall make available deliver to Purchasers within five (5) business days after the date Buyer each of this Agreement the following documentswithin two (2) days of the Opening of Escrow (collectively, the “Due Diligence Items”):
4.1.1. The existing survey of the Property, if any (the “Survey”);
4.1.2. A current preliminary title report or title commitment (the “Title Report”) for the issuance of policy of title insurance to Buyer from the Escrow Holder, together with good and legible copies of all documents constituting exceptions to the title as reflected in the Title Report (collectively referred to hereinafter as the “Title Documents”);
4.1.3. A list of all contracts, including service contracts, warranties, management, maintenance, leasing commission or other agreements affecting the Property, if any, together with copies of the same shall be available for inspection. Seller agrees not to enter into any additional contracts or agreements prior to closing which cannot be canceled upon thirty (30) days written notice without cost, penalty, or obligation unless such contracts or other agreements are approved in writing by Buyer, which approval shall not be unreasonably withheld or delayed;
4.1.4. All site plans, leasing plans, as-built plans, drawings, environmental, mechanical, electrical, structural, soils and similar reports and/or audits and plans and specifications relative to the Property in the possession of Seller, if any, shall be made available for review and copying (inspection 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 managerSeller’s office at the Real Property) for the Property in Sellers’ possession or controloffices;
(b) All existing title commitments for the Property in Sellers’ possession or control;
(c) Copies 4.1.5. True and correct copies of the real estate and personal property tax and annual service charge bills statements covering the Property or any part thereof for each of the two (▇▇▇-▇▇▇▇▇2) years prior to the current year and, if available, for the Property for calendar years 2002, 2003 and 2004current year;
(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 4.1.6. A schedule 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 current 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 maintained by LCOR Asset Management Limited Partnership (available only at the offices of LCOR Incorporated, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇);
(p) A copy of the ▇▇▇-▇▇▇▇▇ Agreement, including all amendments to the ▇▇▇-▇▇▇▇▇ Agreement;
(q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the ▇▇▇-▇▇▇▇▇ Agreement and approving transfers of the project or ownership in Overlandlord;
(r) All applications for approval of the Tax Exemption and applications to amend the ▇▇▇-▇▇▇▇▇ Agreement;
(s) [Intentionally Omitted];
(t) The total project cost audit(s) and any other ▇▇▇-▇▇▇▇▇ related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers;
(u) The annual financial statements (known as “Schedule of Additional Service Charge in Lieu of Taxes”) or operating statements for the Overlandlord submitted to the City for fiscal years 2001, 2002 and 2003;
(v) The certificate(s) of formation of the Overlandlord;
(w) The Disclosure Statements for ownership of the Overlandlord submitted to the City;
(x) Copies of invoices for 2002, 2003 and, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004;
(y) Any building permits in the possession or control of Sellers;
(z) All other material reports, statements, certifications and other submissions filed by the Overlandlord with the City pursuant to the ▇▇▇-▇▇▇▇▇ Agreement during 2003 and 2004;
(aa) All Contribution Agreements entered into by the Overlandlord with the City as a condition of the tax exemption;
(bb) Copies of (i) any brokerage agreements affecting the Property and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the Owners pending litigation with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any internal financial audits part, thereof, if any;
4.1.7. Operating statements for the most recent two calendar years shall be available for inspection;
4.1.8. The tenant files, books and records relating to the ownership and operation of the Property shall be available for inspection by Buyer during ordinary business hours at Seller’s management office; and
4.1.9. An inventory of all personal property located on the Property, used in the maintenance of the Property or stored for future use at the Property and an inventory of all furniture and appliances used in the units, if any.
Appears in 1 contract
Due Diligence Items. Sellers 4.1 Seller shall deliver to Buyer (or if specifically noted, 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) Buyer's inspection at the offices Property) each of Eastdil Realty LLC at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇the following, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ within three (except where another location is specified below3) days of the Opening of Escrow (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 4.1.1 Fully executed copies of all such reports;
Tenant Leases (e) Copies of including all Leases plot plans or other exhibits and tenant correspondence files;
(f) Copies guaranties that are a portion of the Contracts;
(gTenant Leases) 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 Seller shall make available 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 maintained by LCOR Asset Management Limited Partnership (available only buyer's inspection at the offices of LCOR IncorporatedSeller's San Antonio office, ▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇);, correspondence or other written communications between Seller or its predecessor-in-title and the tenants under the Tenant Leases.
(p) A copy of 4.1.2 Operating statements for the ▇▇▇-▇▇▇▇▇ Agreement, including all amendments to Property for the ▇▇▇-▇▇▇▇▇ Agreement;
(q) A copy of the Jersey City ordinances approving the tax exemption and all amendatory ordinances approving amendments to the ▇▇▇-▇▇▇▇▇ Agreement and approving transfers of the project or ownership in Overlandlord;
(r) All applications for approval of the Tax Exemption and applications to amend the ▇▇▇-▇▇▇▇▇ Agreement;
(s) [Intentionally Omitted];
(t) The total project cost audit(s) and any other ▇▇▇-▇▇▇▇▇ related audits for fiscal years 2001, 2002, and 2003 and any prior years reasonably available to Sellers;
(u) The annual financial statements (known as “Schedule of Additional Service Charge in Lieu of Taxes”) or operating statements for the Overlandlord submitted year-to-date for 2003, certified to be true and correct by Seller, itemized in reasonable detail as to expenses, and showing minimum rent, percentage rent, and other amounts collected from each tenant separately.
4.1.3 Historical occupancy reports for the immediately preceding three (3) years, or if seller has owned the Property for a shorter period, for the period of seller's ownership, prepared no less frequently than on an annual basis.
4.1.4 To the extent in Seller's possession or control, any architectural, structural, mechanical, and electrical "as-built" plans and specifications for the Improvements, together with copies of the building permit and certificate of occupancy relating to the City Property.
4.1.5 To the extent in Seller's possession or control, the title insurance commitment together with all instruments referred to in such commitment, together with a copy of the Seller's existing title policy.
4.1.6 To the extent in Seller's possession or control, a leasing plan, and copies of all existing surveys.
4.1.7 To the extent in Seller's possession or control, all soil reports, environmental reports, and engineering reports.
4.1.8 A current rent roll in the form attached hereto as Exhibit B (certified to be true and correct by Seller), including for fiscal years each tenant the current amount of minimum rent, percentage rent, CAM, taxes, insurance, other reimbursements, the lease start and end date, next rent increase, remaining options, and all security deposits, by tenant and amounts, as of the current date.
4.1.9 To the extent in Seller's possession or control, copies of all tax bills applicable to the Property for the immediately preceding three (3) years.
4.1.10 To the extent in Seller's possession or control, copies of all contracts affecting the Property (including, without limitation, contracts relating to security, maintenance, repairs, cleaning, etc.).
4.1.11 A list, by tenant and amount, of all bad debt write-offs for the immediately preceding year and for the current year-to-date.
4.1.12 A list, by tenant and amount, of all accounts receivable as of the current date.
4.1.13 A list of the leased premises address for each tenant.
4.1.14 A list of all outstanding tenant improvement allowances and tenant construction fundings that have not been paid.
4.1.15 An explanation of how tenants are billed for utility costs including, water and trash removal (for example, tenant pays directly to service provider, utility costs included in CAM, leased premises separately metered and costs billed by landlord monthly, etc.) and all utility meter and account numbers for the Property.
4.1.16 For any tenant that is required to report sales, tenant sales histories (to the extent in Seller's possession or control) and percentage rent paid for 2001, 2002 2002, and by month for 2003;.
(v) The certificate(s) of formation 4.1.17 For the immediately preceding calendar year or lease year, as the case may be, a reconciliation report for CAM, taxes, and insurance for each of the Overlandlord;tenants.
4.1.18 To the extent in Seller's possession or control, copies of all petitions and the like relating to all litigation presently affecting the Property, and a status report describing any action Seller has filed or is contemplating filing against any tenant of the Property.
4.1.19 A list of all capital expenditures, additions, or other expenditures of $7,500 or more made in connection with the Property for the immediately preceding three (w3) The Disclosure Statements years, or for the period of Seller's ownership of the Overlandlord submitted Property, if shorter.
4.1.20 Upon Buyer's request, to the City;
(x) Copies assist Buyer during its financial audit of invoices for 2002Seller's records, 2003 andBuyer shall making available at its Santa ▇▇▇ office, when available, 2004 received from the City for payment of the annual service charge(s), administrative fee(s), transfer fee(s), land taxes, excess profits, and written confirmation of payment by the Overlandlord of the fees and charges for fiscal years 2002, 2003 and 2004;
(y) Any building permits in the possession or control of Sellers;
(z) All other material reports, statements, certifications and other submissions filed by the Overlandlord with the City pursuant to the ▇▇▇-▇ ▇. ▇▇▇▇▇▇ Agreement during 2003 Avenue, Suite 650, Santa Ana, CA 92705, copies of all checks and 2004;
validated deposit slips for the immediately preceding two (aa2) All Contribution Agreements entered into by months, including a general ledger or other detailed account statement showing the Overlandlord with the City as a condition application of the tax exemption;
(bb) Copies of (i) any brokerage agreements affecting the Property such disbursements and which shall be binding on Owners after the Closing Date and (ii) any brokerage agreements entered into by the Owners with respect to any outstanding leasing commissions that are set forth on Exhibit F. Under no circumstances shall Purchasers be entitled to review any appraisals relating to the Property or any internal financial audits relating to the Propertydeposits.
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