Common use of Due Diligence Clause in Contracts

Due Diligence. Buyer will have until the expiration of thirty (30) days from the effective date hereof to conduct such investigation into the Property as Buyer shall deem necessary and appropriate to satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 4 contracts

Sources: Purchase Agreement (Aei Income & Growth Fund Xxii LTD Partnership), Assignment of Purchase Agreement (Aei Real Estate Fund Xv LTD Partnership), Purchase Agreement (Aei Income & Growth Fund 24 LLC)

Due Diligence. Buyer will have until shall have, through the expiration last day of the due diligence period, which shall be thirty (30) days from the effective Commencement Date, or five (5) days from the date hereof Buyer receives an appraisal of the Premises and Phase I environmental report, whichever is later (but in no event later than forty-five (45) days from the Commencement Date), in which to conduct such investigation into examine, inspect and investigate the Property as Premises and, in Buyer's sole and absolute judgment and discretion, to determine whether the Premises is acceptable to Buyer shall deem and to obtain all necessary and appropriate to satisfy itself regarding each iteminternal approvals, (the Property, and this transaction ("Site Inspection Due Diligence Period"). In the event the Buyer determines in its reasonable discretion that a Phase II environmental report is necessary to permit Buyer to complete Buyer's due diligence, the Due Diligence Period shall be extended for a reasonable period of time, not to exceed thirty (30) days, from the date the Buyer receives the Phase I environmental report. If Buyer, by written notice to Seller, subject waives its right to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing pursuant to this Paragraph prior to the expiration last day of the Site Inspection Due Diligence Period, this site inspection contingency to Buyer's obligations hereunder then the Due Diligence Period shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements have ended on the Property as are date such notice is received by Seller. Notwithstanding anything to the contrary in Seller's possession. this Agreement, Buyer may terminate this Agreement by giving notice of termination to Seller (cthe, "Due Diligence Termination Notice") A copy of an "as built" survey on or before the last day of the Property done concurrent with Seller's acquisition Due Diligence Period. If Buyer does not give the Due Diligence Termination Notice, this Agreement shall continue in full force and effect. If this Agreement terminates pursuant to this Paragraph, the First Deposit, other than the $5,000.00 identified as non-refundable, shall be refunded to Buyer immediately, and all further rights and obligations of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel parties under this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Period. Such notice shall be deemed effective only upon receipt by Sellerterminate. If this Agreement is not cancelled as set forth aboveterminated pursuant to this Paragraph, Buyer shall have the obligation to immediately place in escrow the Second Deposit and the Deposit (i.e, First Payment Deposit and Second Deposit) which shall then be deemed non-refundable unless absent Seller's breach. In the event that Buyer would not proceed with this Agreement, it shall furnish to Seller copies of all tests, surveys, reports and inspections obtained by Buyer without cost. Seller shall default hereunderreceive notice of the performance of any tests and inspections and have the right to be present. Buyer shall have reasonable access to the Premises for the purpose of conducting surveys, architectural, engineering, geotechnical and environmental inspections and tests (including intrusive inspection and sampling), and any other inspections, studies or tests reasonably required by Buyer, but in a manner not disruptive of ongoing business. Seller shall cooperate with Buyer and enforce the provisions of existing tenants' leases, if necessary to facilitate Buyer's access and inspections. Buyer shall keep the Premises free and clear of any liens and will indemnify, defend and hold Seller harmless from all claims and liabilities asserted against Seller as a result of any such entry by Buyer, its agents, employees or representatives. If any inspection or tests disturbs the Premises, Buyer cancels will restore the Premises to the same condition as existed prior to any such inspection or test. Buyer and its agents, employees and representatives shall have a continuing right of reasonable access to the Premises during the pendency of this Agreement for the purpose of examining and making copies of all books and records and other materials relating to the Premises in Seller's or its property manager's possession and Buyer shall have the right to conduct a "walk-through" of the Premises prior to Closing upon appropriate notice to tenants as permitted under the Leases. In the course of its investigations, Buyer may make inquiries to third parties, including, without limitation, tenants, lenders, contractors, property managers, parties to Service Contracts and municipal, local and other government officials and representatives, and Seller consents to such inquiries, provided same are performed in a professional manner and does not disrupt any ongoing business. The obligations of the Buyer under this Section, except for any escrow cancellation fees and any liabilities under Paragraph shall survive the first paragraph of Section 6 termination of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 3 contracts

Sources: Sale Agreement (Cedar Income Fund LTD /Md/), Sale Agreement (Cedar Income Fund LTD /Md/), Sale Agreement (Cedar Income Fund LTD /Md/)

Due Diligence. Subject to the provisions of Section 7.1 below, Asset Seller hereby agrees to deliver to Asset Buyer will within five (5) business days following the Effective Date which shall mean the date on which the last of the Asset Buyer, Asset Seller and any other party signing this Agreement shall have until the expiration of signed or initialed this Agreement, as applicable (“Effective Date”), those due diligence items (“Due Diligence Items”) reasonably requested by Asset Buyer or set forth herein. Asset Buyer shall have thirty (30) days (“Due Diligence Period”) from Asset Seller’s written indication to Asset Buyer that Asset Seller has delivered all (or substantially all available Due Diligence Items to review and to approve the effective date hereof Due Diligence Items and any other information or documentation it acquires, where Asset Seller will confirm to conduct Asset Buyer that it has delivered all such investigation into the Property as Buyer shall deem necessary information and appropriate to satisfy itself regarding each itemmaterials in its possession or control for review. If Asset Buyer, the Propertyin its sole discretion, and this transaction ("Site Inspection Period"). Seller, subject to the provisions does not approve any of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, Due Diligence Items or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject information provided to Section 16 hereof, unless Asset Buyer shall terminate pursuant to this Agreement in writing section or any information or documentation it otherwise acquires at any time prior to the expiration of the Site Inspection Due Diligence Period, this site inspection contingency to Asset Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare may terminate this Agreement by written notice to Asset Seller delivered at any time within 48 hours after the expiration of the Due Diligence Period, whereupon this Agreement shall become null and voidvoid and of no further force and effect, the Deposit (as defined below) shall be returned to the Asset Buyer and the parties hereto shall have no further obligation one to the other. However, in which event Buyer will be deemed to have canceled lieu of such immediate termination of this Agreement, or Asset Buyer may at its option, notify Asset Seller may exercise its rights under Section 14 hereof. If in writing of those matters as to which it has concerns and extend the Due Diligence Period and Asset Buyer’s right to terminate this Agreement is and to receive the return of the Deposit as to those items only shall be extended for a period of an additional fifteen (15) days in order to give the parties the opportunity to resolve such concerns. Asset Buyer’s failure to terminate this Agreement pursuant to this Section 1.4 shall not canceled affect Asset Buyer’s right to require the satisfaction of all conditions to closing set forth in this Agreement. Asset Buyer and Asset Seller shall also take all necessary steps following execution of this Agreement to obtain the First Payment and transfer of the Second Payment are made when required, all Liquor License or to obtain a new liquor license in favor of Buyer's conditions and contingencies will be deemed satisfiedAsset Buyer necessary to run the Business from the ALA (the “Liquor License”).

Appears in 3 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement (Ark Restaurants Corp), Asset Purchase Agreement (Ark Restaurants Corp)

Due Diligence. Buyer will have until the expiration of thirty (30) days from the effective date hereof fifth business day after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection (The "Review Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer.") (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ GEA /s/ WKA Purchase Agreement for Applebee's - Destin, FL It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property unless Buyer makes the Second Payment when required. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 2 contracts

Sources: Purchase Agreement (Aei Real Estate Fund Xviii Limited Partnership), Purchase Agreement (Aei Real Estate Fund Xviii Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty (30) 30 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within ten days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A): (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below), to be ordered by Seller immediately upon both parties hereto having executed this agreement, and said commitment to be delivered to Buyer as soon as the third party title insurance company provides it to Seller. (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the Lease E. Lease, and any amendments or modifications thereto (as further set forth in Section 11(aparagraph 11(A) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 2 contracts

Sources: Purchase Agreement (Aei Income & Growth Fund Xxii LTD Partnership), Purchase Agreement (Aei Real Estate Fund Xvii Limited Partnership)

Due Diligence. Buyer will (a) Purchaser shall have the right, until 5:00 p.m., Central on the expiration last day of thirty (30) days from the effective date hereof to conduct such investigation into the Property as Buyer shall deem necessary and appropriate to satisfy itself regarding each item, the PropertyStudy Period, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall thereafter if Purchaser does not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Study Period that Purchaser has elected to terminate this Agreement, to enter upon the Real Property upon not less than one (1) business day prior notice to Seller, and to perform at Purchaser’s expense, and subject to terms and conditions set forth in Section 2.4(d) below, such economic, surveying, engineering, topographic, environmental, marketing and other test, studies and investigations as Purchaser may deem appropriate. Notwithstanding the foregoing, the Purchaser shall not have the right to interview the employees, the Manager, or any Hotel guests or licensees or other users or occupants of the Hotel, without the prior written consent of the Seller, such consent to be granted or withheld by the Seller’s discretion. Only if, prior to the expiration of the Study Period, Purchaser provides written notice, signed only by ▇▇▇▇ ▇▇▇▇▇▇, to Seller and Escrow Agent that it has determined in its sole, absolute and unreviewable discretion, to waive its right of termination and proceed to closing (the “Satisfaction Notice”), then this site inspection contingency to Buyer's obligations hereunder Agreement shall automatically terminate, and Seller and Purchaser shall be deemed satisfiedreleased from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. In the event of such termination, the ▇▇▇▇▇▇▇ Money, less the Independent Contract Consideration, shall be refunded by the Escrow Agent to Purchaser, and neither party shall have any further rights or obligations pursuant to this Agreement, other than as set forth herein with respect to rights or obligations that survive termination. For the avoidance of doubt, Purchaser is under no obligation to provide a termination notice, and if no Satisfaction Notice is provided, this Agreement will automatically terminate. (b) Within fourteen (14) days following the Effective Date, Seller will deliver copies of the due diligence materials listed on Schedule I to Purchaser (“Submission Matters”) to the extent in Seller’s possession or control; provided, however, within three (3) business days following the Effective Date Seller will provide (i) a profit and loss statement for the last four calendar years (or such less time that the Hotel has been operational), (ii) a provide and loss statement for the most recent twelve (12) month period (or the most recent twelve (12) month period for which such reports have been prepared and (iii) top page of Form 1065 of tax returns (for income and expenses) for the last three (3) years. (c) If for any reason whatsoever Purchaser does not purchase the Property, Purchaser shall promptly destroy (and an authorized agent of Purchaser shall confirm such destruction in writing to Seller) or deliver to Seller, copies of the due diligence materials delivered to or copied by Purchaser or Purchaser Parties however, that Purchaser shall not be obligated to deliver to Seller any materials of a proprietary nature (such as, for the purposes of example only, any financial forecast or market repositioning plans) prepared for Purchaser or Purchaser Parties in connection with the Property. The terms of this Section 2.4(c) shall survive the termination of this Agreement. (d) Purchaser shall indemnify, hold harmless and defend Seller against any loss, damage, liability or claim for personal injury or property damage and any other loss, damage, liability, claim or lien to the extent arising from the acts upon the Real Property by Purchaser or Purchaser Parties or any agents, contractors or employees of Purchaser or Purchaser Parties. Purchaser understands and accepts that any on-site inspections of the Property shall occur at reasonable times agreed upon by Seller and Purchaser after not less than one (1) business day prior notice to Seller and shall be conducted so as not to interfere unreasonably with the operation of the Property and the use of the Property by the tenants and the guests of the Hotel. Seller shall have the right to have a representative present during any such inspections. If Purchaser desires to do any invasive testing at the Property, Purchaser shall do so only after obtaining the prior written consent of Seller, which approval may be subject to reasonable terms and conditions as may be proposed by Seller. Purchaser shall not permit any liens to attach to the Property by reason of such inspections. Purchaser shall (i) restore the Property, at its own expense, to substantially the same condition which existed prior to any inspections or other activities of Purchaser thereon; and (ii) be responsible for and pay any and all liens by contractors, subcontractors, materialmen, or laborers performing the inspections or any work for Purchaser or Purchaser Parties on or related to the Property. Purchaser shall procure and continue in force from and after the date Purchaser first enters the Property, and continuing throughout the term of this Agreement, comprehensive general liability insurance with a combined single limit of not less than $1,000,000 per occurrence, or commercial general liability insurance, with limits of not less than $1,000,000 per occurrence and $2,000,000 per event. Seller shall be included and named as an additional insured under such comprehensive general liability or commercial general liability coverage. Such insurance shall include: (i) personal injury liability with employee and contractual exclusions removed; and (ii) a waiver of subrogation in favor of Seller without exception for the negligence of any additional insured. Purchaser will not be permitted to come onto the Property unless and until Purchaser has provided to Seller a certificate of insurance evidencing such coverage, the additional insured status of Seller, and such waiver of subrogation. The provisions of this Section 2.4(d) shall survive any termination of this Agreement and a closing of the transaction contemplated hereby and are not subject to any liquidated damage limitation on remedies, notwithstanding anything to the contrary in this Agreement. (e) Promptly following the Effective Date, Seller shall cause the Title Company to furnish to Purchaser and Seller, a title insurance commitment bearing an effective date not earlier than thirty (30) days prior to the Effective Date issued by the Title Company covering the Real Property, binding the Title Company to issue the Owner’s Title Policy together with legible copies (to the extent such legible copies are available) of all documents identified in such title insurance commitment as exceptions to title (collectively, the “Title Commitment”) with respect to the state of title to the Property. Within five (5) business days after following its receipt of the effective dateTitle Commitment but in no event later than five (5) business days prior to the expiration of the Study Period, Purchaser shall notify Seller of any matters identified in the Title Commitment and the Survey that Purchaser is unwilling to accept (including any defect or failure of the Title Commitment to comply with requirements of this Section 2.4) (collectively, the “Purchaser’s Objections”). Notwithstanding anything herein to the contrary, Seller shall deliver the following items be obligated to Buyer. (a) One copy pay and discharge any encumbrances or obligations arising from delinquent taxes, mortgages, deeds of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy trust, security agreements, and discharge or bond around any mechanics’ liens or other similar liens or charges which were created, consented to, or expressly assumed by Seller, including without limitation any loans, bonds or due and payable obligations to municipal or other governmental bodies (excluding the Existing Loan, the “Monetary Title Encumbrances”). No Monetary Title Encumbrances shall be considered to be a Permitted Title Exception. For such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) A copy of an "as built" survey purposes, Seller may use all or a portion of the Property done concurrent with Purchase Price to pay or discharge any such Monetary Title Encumbrances at the Closing. Seller may notify Purchaser within five (5) days after receipt of Purchaser’s Objections (the “Seller's acquisition of the Property’s Response Period”) whether Seller, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation noticediscretion, return receipt requestedagrees to cure any of such Purchaser’s Objections, (the “Seller’s Response”). If Seller agrees in Seller’s Response Period to cure any of such Purchaser’s Objections, Seller and escrow holder shall use good faith efforts (without the obligation to expend any money or incur any liability) to cure such Purchaser’s Objections which Seller has agreed to use reasonable efforts to attempt to cure on or before the expiration of the Site Inspection Study Period. Such notice If Seller is unable to cure such Purchaser’s Objections by the expiration of the Study Period, Purchaser shall, in its sole and absolute discretion, elect (1) to waive such Purchaser’s Objections without any abatement in the Purchase Price and proceed to close or (2) to terminate this Agreement in which case the parties hereto shall be deemed effective only upon receipt by Sellerreleased from all further obligations hereunder, except those which expressly survive a termination of this Agreement. If this Agreement is Seller does not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller provide Seller’s Response to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second PaymentPurchaser within Seller’s Response Period, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to have elected not to attempt to cure Purchaser’s Objections. If Seller elects in Seller’s Response not to attempt to cure all or any number of Purchaser’s Objections or if Seller is deemed to have elected not to attempt to cure Purchaser’s Objections pursuant to the preceding sentence, upon the expiration of the Study Period, Purchaser shall elect either to (1) waive any Purchaser’s Objections which Seller has elected or is deemed to have elected not to attempt to cure without any abatement in the Purchase Price and proceed to close, or (2) terminate this Agreement in which case the parties hereto shall be in default under released from all further obligations hereunder, except those which expressly survive a termination of this Agreement. In the event Purchaser does not provide to Seller maynotice of Purchaser’s election under the preceding sentence, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will Purchaser shall be deemed to have canceled elected clause (1) of the preceding sentence. In the event of Purchaser’s termination or deemed termination pursuant to this Section 2.4(e), the ▇▇▇▇▇▇▇ Money, less the Independent Contract Consideration, shall be refunded by the Escrow Agent to Purchaser without any further notice to Escrow Agent, and neither party shall have any further rights or obligations pursuant to this Agreement, other than as set forth herein with respect to rights or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfiedobligations that survive termination.

Appears in 2 contracts

Sources: Purchase and Sale Agreement (Lodging Fund REIT III, Inc.), Purchase and Sale Agreement (Lodging Fund REIT III, Inc.)

Due Diligence. Buyer will have until the expiration latter of thirty (30i) sixty (60) days from after the effective date hereof full execution of this Agreement by both parties hereto, or (ii) sixty (60) days after delivery of each of the following items (the "Due Diligence Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyertransaction. (a) One a. The original and one copy of a title insurance commitment for an OwnerTLTA owner's Title title insurance policy (see Section paragraph 8 below). (b) A copy b. Copies of a Certificate of Occupancy or other such document certifying completion "as built" plans and granting permission to permanently occupy the improvements on specifications for the Property as are in Seller's possessionSeller can locate after diligent search. (c) A copy c. Copies of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy d. Copies of any Phase I Environmental Report on and all existing soil tests and environmental tests previously done by or for Seller relating to the Property. Seller shall provide Buyer access to the Property from time to time, after Seller shall have coordinated the same with the present occupant of the Property, if in Seller's possession. (e) A copy for the purpose of conducting inspections thereof including mechanical, structural, electrical and other physical inspections. Buyer has until the end of the Lease (as further set forth in Section 11(a) below) Due Diligence Period to complete such physical inspection. Buyer shall indemnify Seller from and against any and all losses, claims, causes of action, liabilities, and costs to the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller extent caused by the Tenant and/or Guarantorsactions of Buyer, its agents, employees, contractors, or invitees, during any such entry upon the Property. True and correct copies The foregoing duty of indemnification shall include the Lease and duty to pay all amendments thereto as well as reasonable attorney's fees incurred by the Guaranty are Seller in AEI's Possession. (f) Copies of all warranties relating responding to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsor defending any such claims or proceedings. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation noticenotice by certified mail, return receipt requested, or by overnight delivery service to Seller and escrow holder before the expiration of the Site Inspection Due Diligence Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 Sections 15(a) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its the First PaymentPayment only if the reason for termination shall be the existence of a non-curable objection to the marketability of title or the presence of Hazardous Substances on the Property as revealed by a Phase I Environmental report prepared by a third party environmental engineer. Upon termination of this Agreement by Buyer, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless Otherwise Buyer may terminate this Agreement is canceled during the Due Diligence Period, but its First Payment in its entirety shall be non-refundable. Upon the expiration of the Due Diligence Period, Buyer shall have been deemed to have waived its right to terminate this Agreement based upon the items received by Buyer pursuant and its inspection of the property during the Due Diligence Period. Buyer shall have ten (10) business days, from written notice to Buyer, to review any adverse material changes in any of the due diligence items received prior to the terms hereof, if Buyer fails Closing Date to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under terminate this Agreement. Seller mayExcept for the foregoing, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its rights under Section 14 hereof. If if this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 2 contracts

Sources: Purchase Agreement (Aei Real Estate Fund Xvii Limited Partnership), Purchase Agreement (Aei Real Estate Fund Xvi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty (30) 45 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate Within ten days of the Effective Date of this Agreement (except as explained below, in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateItem A), Seller shall deliver the following items to Buyer.provide: (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 paragraph 9 below), will deliver to buyer as soon as third party title insurance company provides to Seller. (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the Lease E. Lease, and any amendments or modifications thereto (as further set forth in Section 11(aparagraph 12(A) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 15 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 2 contracts

Sources: Purchase Agreement (Aei Real Estate Fund 85-B LTD Partnership), Purchase Agreement (Aei Real Estate Fund Xvi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property. Buyer Initial: /s/ LY /s/ CB Purchase Agreement for Champps-Columbus, if in Seller's possession.OH (Crosswoods) (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund XVIII Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, via first class mail, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty (30) 30 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within ten days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A): (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below), will deliver to buyer as soon as third party title insurance company provides to Seller. (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the Lease E. Lease, and any amendments or modifications thereto (as further set forth in Section 11(aparagraph 11(A) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON any reason in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund Xvii Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property Leased Premises or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Buyer Initial: /s/ AK Purchase Agreement for Arby's/Mrs. Winners-Smyrna, GA It is a contingency upon Seller's possession; obligations hereunder that two (g2) A copy originals of Co-Tenancy Agreement in the Plans form attached hereto duly executed by Buyer and Specifications for Seller and dated on escrow closing date be delivered to the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsClosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection any Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property unless Buyer makes the Second Payment when required. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Net Lease Income & Growth Fund Xx Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such Buyer Initial: /s/ KRM Purchase Agreement for Champp's Americana Restaurant, Schaumburg, IL tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ FW /s/ FW Purchase Agreement for Champps - Columbus, OH It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund XVIII Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, via first class mail, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ WS Purchase Agreement for Tractor Supply-Maryville, TN (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Lease Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction AEI Real Estate Fund XV Limited Partnership and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund 85-a LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty (30) days Commencing from the effective date hereof Effective Date of this Agreement, the Township grants Developer and its agents, consultants and other representatives, access to the Property during regular business hours to investigate the Property and to conduct such environmental, geotechnical and other testing as Developer may deem to be required in its absolute discretion for a period of Sixty (60) days, as same may be extended as provided herein (the “Due Diligence Period”). The Due Diligence Period shall be automatically extended until such time the Township adopts or obtains, and Developer accepts at Developers’ sole and absolute discretion the following with all appeal periods having expired without the filing of any appeals or, if an appeal is filed, the resolution of that appeal fully in favor of Developer and the time for any further appeals having expired without the filing of a further appeal. i. A Redevelopment Plan that allows the Developer to obtain a Site Plan approval without variances and/or waivers consistent with Exhibit “C” (the “Developer’s Concept Plan”); ii. A Financial Agreement with a long-term tax abatement, whereby the Annual Service Charge is based on the Project’s Annual Gross Revenue, including a Land Tax Credit; iii. Confirmation by NJDEP of the presence or absence of wetlands on the Project Site in the form of a letter of interpretation; Additionally, if the Phase 1 results of Developer’s environmental investigation into recommends that Phase 2 testing be undertaken, the Due Diligence Period shall be extended until such date as the Phase 2 testing is completed and Developer has received a written report from its environmental consultant as to same. In the event, the Developer is not satisfied with its investigations during the Due Diligence Period and any extensions at its sole discretion or for any reason, the Developer may either (1) accept the Property as Buyer shall deem necessary and appropriate to satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Sellerwith such defects, which approval acceptance shall not be unreasonably withheld. Buyer shall notify Seller, in writing, constitute a waiver of its intentionany and all recourse against Township with respect to all defects, or the intention of its agents or representatives, to enter the Property at least forty-eight (482) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing by sending written notice thereof to Township prior to the expiration of the Site Inspection Due Diligence Period. Upon Township’s receipt of such notice, this site inspection contingency to Buyer's obligations hereunder Redevelopment Agreement shall be deemed satisfiedterminated and the Deposit Funds and any balance in the Redevelopment Agreement Escrow shall be refunded to Developer. Within five (5) business days after Such termination shall be Developer’s sole and exclusive remedy in the effective date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent event it is not satisfied with Seller's acquisition its findings of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Redevelopment and Purchase and Sale Agreement

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property Leased Premises or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ DH /s/ RH Purchase Agreement for Taco Cabana - San Antonio, TX (c) A copy Copies of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy Lease of the Lease (as further set forth in Section 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow Closing Date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsClosing Date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection any Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled canceled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund Xviii Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty forty-five (3045) days from the effective date hereof Effective Date of this Agreement (the “Review Period”) to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period")transaction. Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer B▇▇▇▇ agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer and this indemnity shall terminate survive Closing or termination of this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfiedAgreement. Within five three (53) business days after of the effective dateEffective Date of this Agreement, Seller shall deliver provide, to the following extent such items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in its possession, the items listed on Exhibit “B” (“Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements’s Materials”). Buyer may cancel this Agreement before the expiration of the Review Period for ANY REASON any reason in its sole discretion by delivering a cancellation notice, return receipt requested, notice to Seller and escrow holder before Escrow Agent prior to the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment E▇▇▇▇▇▇ Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 15 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of Section 6 4 of this Agreement and those provisions stating otherwise (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, E▇▇▇▇▇▇ Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by B▇▇▇▇, Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer If B▇▇▇▇ fails to make the Second Paymentclose this transaction at no fault of Seller, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be irrevocably deemed to be in default under of this Agreement. Upon default by Buyer, Seller may, at as its option, retain the First Payment E▇▇▇▇▇▇ Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have canceled cancelled this AgreementAgreement and relinquished all rights in and to the Property, or Seller may exercise its rights under hereunder. The Review Period will be deemed satisfied if Buyer has deposited the E▇▇▇▇▇▇ Money as required by Section 14 3 hereof, and this Agreement is not cancelled. Notwithstanding the foregoing with respect to the Review Period, Buyer shall have forty-five (45) days following the Effective Date to secure any necessary financing (the “Financing Contingency Period”. Buyer may cancel this Agreement before the expiration of the Financing Contingency Period, in the event of Buyer’s failure to secure necessary financing for the contemplated purchase of the Property, by delivering a cancellation notice to Seller and Escrow Agent prior to the expiration of the Financing Contingency Period. If this Agreement is not canceled and cancelled as set forth herein, the First Payment and E▇▇▇▇▇▇ Money shall be non-refundable unless Seller shall default hereunder, or in the Second Payment are made when requiredevent of a casualty or condemnation, all subject to the provisions of Buyer's conditions and contingencies will be deemed satisfiedSection 15.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Aei Income & Growth Fund Xxii LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Buyer Initial: /s/ JC /s/ KC Purchase Agreement for Hometown Buffet-Tucson, AZ Growth Fund XIX Limited Partnership and all amendments thereto as well as dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, via first class mail, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 section 9 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Net Lease Income & Growth Fund Xix Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One A copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possessionupon request. Buyer Initial: /s/ DR /s/ NR Purchase Agreement for Champps Americana Restaurant, Schaumburg, IL. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Net Lease Income & Growth Fund Xx Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One A copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possessionupon request. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial Buyer Initial: /s/ GRJ /s/ ALR Purchase Agreement for Marie Callender Pie Shops, ▇▇▇., ▇▇▇▇▇▇▇, OR statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Lease Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction AEI Real Estate Fund 85-A Limited Partnership and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund 85-a LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from after delivery of all of the effective date hereof following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy Lease of the Lease (as further set forth in Section 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Buyer Initial: /s/ GEA /s/ WKA Purchase Agreement for Tractor Supply - Bristol, VA It is a contingency upon Seller's possession; obligations hereunder that two (g2) A copy originals of Co-Tenancy Agreement in the Plans form attached hereto duly executed by Buyer and Specifications for Seller and dated on escrow closing date be delivered to the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsClosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property unless Buyer makes the Second Payment when required. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund Xviii Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such Buyer Initial: /s/ BBS Purchase Agreement for Champps Americana Restaurant, Schaumburg, IL tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ JK Purchase Agreement for Applebee's - Middletown, OH It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Net Lease Income & Growth Fund Xx Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property. Buyer Initial: /s/ DAD Purchase Agreement for Champps-Columbus, if in Seller's possession.OH (Crosswoods) (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund XVIII Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, via first class mail, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ LL Purchase Agreement for Hometown Buffet-Tucson, AZ It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XIX Limited Partnership and all amendments thereto as well as dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, via first class mail, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquished all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund Xviii Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as Buyer Initial: /s/ RWA /s/ MRA Purchase Agreement for Champps-Lyndhurst, OH may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Net Lease Income & Growth Fund Xx Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ JAM Purchase Agreement for Rio Bravo-St. Paul, MN ▇▇ is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund 85-A Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund 85-a LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ SDW /s/ DBW Purchase Agreement for Champps Americana Restaurant, Columbus, Ohio (Crosswoods) (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Lease Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction AEI Real Estate Fund XVIII Limited Partnership and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ TSO Purchase Agreement for Rio Bravo-St. Paul, MN It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund 85-A Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund 85-a LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Initial: /s/ JRK Purchase Agreement for Timber Lodge-St. Cloud, MN tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund XVII Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund Xv LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property Leased Premises or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. . Buyer Initial: /s/ V.D.F Purchase Agreement for Taco Cabana - San Antonio, TX (c) A copy Copies of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy Lease of the Lease (as further set forth in Section 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow Closing Date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsClosing Date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection any Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled canceled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund Xviii Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: Purchase Agreement for Rio Bravo-St. Paul, MN It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund 85-A Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund 85-a LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty (30) 50 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheldtransaction. Buyer shall notify Seller, will also have this Review Period to secure a loan in writing, the amount of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests$2,525,000. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within ten days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A): (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below), to be ordered by Seller immediately upon both parties hereto having executed this agreement, and said commitment to be delivered to Buyer as soon as the third party title insurance company provides it to Seller. (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession.. Seller /s/ RPJ Buyer /s/ MD /s/ AD (e) A copy of the Lease E. Lease, and any amendments or modifications thereto (as further set forth in Section 11(aparagraph 11(A) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund 25 LLC)

Due Diligence. Buyer will have until the expiration of thirty (30) fourteen days from the effective date hereof to conduct such investigation into the Property as Buyer shall deem necessary and appropriate to satisfy itself regarding each item(at his own expense) perform and/or review any structural, the Propertyenvironmental, or engineering studies including all site plans, surveys, and this transaction ("Site Inspection Period"). Sellerany environmental reports, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and testsetc. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section Paragraph 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five Buyer will have until the expiration of fourteen days (5The "Review Period") business days after delivery of each of following items, to be supplied by Seller, to conduct all of its other inspections and due diligence and satisfy itself regarding each item, the effective dateProperty, Seller shall deliver the following items to Buyerand this transaction. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON any reason in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. Such notice shall be deemed effective by way of facsimile from Buyer to Seller up to midnight of the last day of the Review Period. The last day of the Review Period shall be February 21, 2003. If this Agreement is not cancelled as set forth above, the First Payment shall be non-non- refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Net Lease Income & Growth Fund Xix Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ CWA /s/ MVA Purhcase Agreement for Champps- Columbus, OH It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund XVIII Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, via first class mail, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty (30) 7 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within 3 days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A): (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below), will deliver to buyer as soon as third party title insurance company provides to Seller. (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the Lease E. Lease, and any amendments or modifications thereto (as further set forth in Section 11(aparagraph 11(A) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund Xvii Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty ninety (3090) days from the effective date hereof Effective Date of this Agreement (the “Review Period”) to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each itemthe Property and this transaction, including obtaining all necessary permits and approvals required by Buyer for Buyer’s intended use of the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer ▇▇▇▇▇ agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer and this indemnity shall terminate survive Closing or termination of this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfiedAgreement. Within five three (53) business days after of the effective dateEffective Date of this Agreement, Seller shall deliver provide, to the following extent such items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in its possession, the items listed on Exhibit “B” (“Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements’s Materials”). Buyer may cancel this Agreement before the expiration of the Review Period for ANY REASON any reason or no reason in its sole discretion by delivering a cancellation notice, return receipt requested, notice to Seller and escrow holder before Escrow Agent prior to the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment ▇▇▇▇▇▇▇ Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 16 below. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of Section 6 5 of this Agreement and those provisions stating otherwise (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned cause the Title Company to return to Buyer its First Payment, ▇▇▇▇▇▇▇ Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by ▇▇▇▇▇, Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer If ▇▇▇▇▇ fails to make the Second Paymentclose this transaction at no fault of Seller, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be irrevocably deemed to be in default under of this Agreement. Upon default by Buyer, Seller may, at as its option, retain the First Payment ▇▇▇▇▇▇▇ Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have canceled cancelled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfiedhereunder.

Appears in 1 contract

Sources: Purchase and Sale Agreement (AEI Income & Growth Fund 26 LLC)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property Leased Premises or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Buyer Initial: /s/ DM /s/ RCM Purchase Agreement for Arby's/Mrs. Winners - Smyrna, GA It is a contingency upon Seller's possession; obligations hereunder that two (g2) A copy originals of Co-Tenancy Agreement in the Plans form attached hereto duly executed by Buyer and Specifications for Seller and dated on escrow closing date be delivered to the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsClosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection any Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property unless Buyer makes the Second Payment when required. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Net Lease Income & Growth Fund Xx Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ JEA Purchase Agreement for Applebee's - Middletown, OH It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Net Lease Income & Growth Fund Xx Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, via first class mail, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon Buyer Initial: /s/ RT Purchase Agreement for Arby's Restaurant-Montgomery, AL receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section sections 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until January 23, 2008 (the expiration of thirty (30"Review Period") days from the effective date hereof to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within ten days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A): (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below), to be ordered by Seller immediately upon both parties hereto having executed this agreement, and said commitment to be delivered to Buyer as soon as the third party title insurance company provides it to Seller. (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the Lease E. Lease, and any amendments or modifications thereto (as further set forth in Section 11(aparagraph 11(A) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund Xviii Limited Partnership)

Due Diligence. A. Due Diligence Investigations. Buyer will shall have until 5:00 p.m. (C.S.T.) on the expiration of thirty date which is forty (3040) days from after the effective date hereof Effective Date (the "INSPECTION PERIOD") at its expense to perform such inspections and testing, and to conduct such investigation into other studies, as Buyer deems necessary or advisable in order to determine the feasibility of Buyer's purchase of the Property. Commencing on or before the Effective Date, Buyer shall, at Buyer's sole expense, (i) commission a comprehensive engineering study of the Property as Buyer shall deem necessary (including specifications of all fireproofing) and an appropriate to satisfy itself regarding each item, environmental survey and audit of the Property, and this transaction ("Site ii) commence a comprehensive legal and accounting review of the Property and all leases and other documents pertinent thereto; and Buyer shall exercise reasonable diligence to cause such studies to be diligently, continuously and expeditiously prosecuted to completion. In the event Buyer determines that the purchase of the Property by Buyer is not feasible, Buyer shall so notify Seller in writing within said Inspection Period"), whereupon the Deposit shall be returned to Buyer and this Agreement shall be terminated. Seller, subject If Buyer does not terminate this Agreement by written notice to Seller before the provisions expiration of the LeaseInspection Period, as hereinabove provided, then Buyer shall permit be conclusively presumed to have waived its right to terminate this Agreement as provided in this paragraph 5. Buyer and its authorized agents and representatives shall have a non-exclusive right to enter upon the Property at all reasonable times during normal business hours to inspect the Inspection Period for inspection, surveys, soil tests, hazardous substances/environmental studies, engineering and conduct reasonably necessary tests which are approved in writing by Sellerfeasibility studies, which approval shall not be unreasonably withheld. zoning, and land-use plan analysis; provided that Buyer shall notify Seller, in writing, provide to Seller reasonable advance notice of its intention, or the intention any activities of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out any agent, representative or contractor of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as and further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, that Seller shall be entitled to retain afforded the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed opportunity to have canceled this Agreementa representative of Seller accompany and observe the activities of Buyer or any such agent, representative or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and contractor of Buyer on the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfiedProperty.

Appears in 1 contract

Sources: Purchase and Sale Agreement (American Industrial Properties Reit Inc)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Initial: /s/ E.C.H. Purchase Agreement for Champps, Livonia, MI tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Income & Growth Fund XXI Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty (30) 60 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within ten days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A): (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below), to be ordered by Seller immediately upon both parties hereto having executed this agreement, and said commitment to be delivered to Buyer as soon as the third party title insurance company provides it to Seller. (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the Lease E. Lease, and any amendments or modifications thereto (as further set forth in Section 11(aparagraph 11(A) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. F. Seller shall use its best efforts to execute a one (1) year lease extension with Children's World that is mutually acceptable to both Buyer and Seller. True Buyer will have seven (7) days from the time they receive the final terms and correct copies conditions of the Lease one (1) year lease extension to accept or reject the offer. If said lease extension is not acceptable to the Buyer for any reason, then Buyer shall, within the seven (7) day period, submit to Seller in writing a letter canceling this agreement. If said lease extension is acceptable to the Buyer, then Buyer shall, within the seven (7) day period, submit to Seller in writing a letter referencing their approval. Buyer's acceptance in writing to the terms and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance conditions of the Property as are in Seller's possession; lease extension shall immediately waive this condition. If Buyer does not respond to Seller within the seven (g7) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsday period then this condition will be waived. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund Xviii Limited Partnership)

Due Diligence. Buyer will (a) Notwithstanding anything to the contrary contained herein, Seller agrees that Purchaser shall have until the expiration right to perform any due diligence Purchaser deems appropriate on the Premises (the “Due Diligence Period”) during the period commencing as of the date hereof and ending at 5:00 p.m. Eastern Standard Time thirty (30) days from after the effective date hereof (the “Due Diligence Expiration Date”) which due diligence shall include, but not be limited to conduct such investigation into investigating for the Property as Buyer shall deem necessary and appropriate to satisfy itself regarding each itemexistence of any asbestos or any other hazardous or toxic material, performing an environmental Phase I assessment of the PropertyPremises, environmental Phase II assessment of the Premises, ground water analysis, geotechnical site assessment, and this transaction ("Site Inspection Period"). Seller, subject to the provisions any other examination of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify SellerPremises that Purchaser deems appropriate. (b) If Purchaser, in writingits sole discretion, determines that it is not satisfied with the Premises during the Due Diligence Period, as the same may be extended, at the Premises, for any reason or for no reason, Purchaser shall have the right to elect to cancel this Contract by sending written notice to Seller of its intention, or intent to cancel the intention of its agents or representatives, to enter Contract (the Property at least forty-eight (48“Cancellation Notice”) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder which Cancellation Notice shall be deemed satisfieddelivered to Seller on or before the Due Diligence Expiration Date. Within In the event that the Purchaser elects to deliver a Cancellation Notice, Seller shall instruct Escrow Agent to return the Deposit to Purchaser within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) A copy of an "as built" survey receipt of the Property done concurrent with Seller's acquisition Cancellation Notice and, upon such return of the PropertyDeposit to Purchaser, if in Seller's possession. (d) A copy this Contract shall become void and of no further force or effect, neither party hereto shall have any Phase I Environmental Report on further claim against the Propertyother by reason of this Contract, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for lien of Purchaser against the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Period. Such notice Premises shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfiedwholly cease.

Appears in 1 contract

Sources: Contract of Sale (Coffee Holding Co Inc)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One A copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possessionupon request. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such Buyer Initial: /s/ CM Purchase Agreement for Champp's Americana Restaurant, Schaumburg, IL. tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Net Lease Income & Growth Fund Xx Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ RM /s/ CM /s/ BM Purchase Agreement for Arby's Restaurant - Hudsonville, MI (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund 85-a LTD Partnership)

Due Diligence. Buyer will have until the expiration of 5:00 p.m. local time in Chicago, Illinois, on that day that is thirty (30) days from the effective date hereof Effective Date of this Agreement (the “Review Period”) to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, except to the extent attributable to any preexisting conditions in the Property, and this indemnity shall survive Closing (as defined below) or termination of this Agreement. Subject to On or before the Effective Date of this Agreement, Seller shall provide the items listed on Exhibit “B” (“Seller’s Materials”). The Review Period will be deemed satisfied if (i) Buyer has deposited the ▇▇▇▇▇▇▇ Money as required by Section 16 hereof, unless Buyer shall terminate 4 above and (ii) this Agreement in writing is not cancelled by Buyer prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as Review Period pursuant to the substantial completion provisions of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsthis Section 5. Buyer may cancel this Agreement before the expiration of the Review Period for ANY REASON any reason or no reason in its Buyer’s sole discretion by delivering a cancellation notice, return receipt requested, notice to Seller and escrow holder before Closing Agent prior to the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment ▇▇▇▇▇▇▇ Money shall be non-refundable unless (i) Seller shall default hereunder, (ii) in the event of a casualty or condemnation, subject to the provisions of Section 16 below, or (iii) as otherwise provided by this Agreement. If Buyer cancels this Agreement before the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees , Seller and any liabilities under the first paragraph of Section 6 of this Agreement (which will survive), Escrow Agent shall promptly return to Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, ▇▇▇▇▇▇▇ Money and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or Property. Each party hereto shall execute all documents reasonably requested by the other party hereto to evidence the termination hereof. If Buyer fails to close this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer transaction if and when required to close pursuant to the terms hereof, if Buyer fails to make provisions of the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its rights under then the provisions of Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies below will be deemed satisfiedapply.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Aei Net Lease Income & Growth Fund Xx Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such Buyer Initial: /s/ T.D. /s/ TH Purchase Agreement for Champps Americana Restaurant, Schaumburg IL tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/EMH /s/ CRH Purchase Agreement for Hometown Buffet - Tucson, AZ It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XIX Limited Partnership and all amendments thereto as well as dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, via first class mail, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Net Lease Income & Growth Fund Xix Limited Partnership)

Due Diligence. Buyer will (a) Purchaser shall have the right, until 5:00 p.m. the last day of the Study Period, and thereafter if Purchaser does not notify Seller in writing prior to the expiration of the Study Period that Purchaser has elected to terminate this Agreement, to enter upon the Real Property upon not less than one (1) business day prior notice to Seller, and to perform at Purchaser’s expense, and subject to terms and conditions set forth in Section 2.4(d) below, such economic, surveying, engineering, topographic, environmental, marketing and other test, studies and investigations as Purchaser may deem appropriate. If Purchaser elects in the exercise of Purchaser’s sole, absolute and unreviewable discretion to purchase the Property, then Purchaser shall prior to the expiration of the Study Period deliver to Seller written notice (the “Notice to Proceed”‘) of Purchaser’s election to proceed with this transaction in accordance with and subject to the terms of this Agreement; provided, however, if, prior to the expiration of the Study Period, Purchaser provides written notice to Seller and Escrow Agent that it has determined in its sole, absolute and unreviewable discretion, to terminate this Agreement (or if Purchaser fails to provide Seller with the Notice to Proceed, then Purchaser shall be deemed to have elected to terminate this Agreement) this Agreement shall automatically terminate, and Seller and Purchaser shall be released from all further liability or obligation hereunder except those which expressly survive a termination of this Agreement. In the event of such termination, the ▇▇▇▇▇▇▇ Money, less the Independent Contract Consideration, shall be promptly refunded (meaning within two (2) business days from the date Escrow Agent is informed that Purchaser has elected not to purchase the Property (or is deemed to have elected not to purchase the Property) by the Escrow Agent to Purchaser. (b) Promptly following the Effective Date, Seller shall deliver copies of the following items to Purchaser, to the extent such items are in Seller’s possession or within Seller’s reasonable control (or, with respect to item number 20 below, cause Manager to deliver to Purchaser): (1) Seller’s existing Survey; (2) Hotel Agreements; (3) Financials for the previous twenty-four (24) months; (4) Occupancy, ADR and RevPar for previous twenty-four (24) months; (5) Current STR Report; (6) Advanced Bookings; (7) Real Estate Tax Bills for current year and previous two (2) years; (8) Personal Property Tax Bills for current year and previous two (2) years; (9) “As-is” built drawings relating to the Improvements; (10) Seller’s policy of title insurance; (11) Environmental site assessment reports (Phase I and Phase II); (12) Property Condition Reports, including, but not limited to, Americans with Disabilities Act surveys and studies; (13) A Title Commitment or preliminary title report dated not more than thirty (30) days prior to the Effective Date; (14) Notices of violation from any governmental agency; (15) Copies of all insurance coverage certificates and loss runs relating to the Hotel; (16) Any and all structural studies of the Hotel including, but not limited to, seismic studies; (17) All geological/soils reports or studies with respect to the land on which the Hotel is situated and the surrounding premises; (18) All expert and/or consultant reports relating to the presence of radon or methane gas or other gases emanating from the effective date hereof land on which the Hotel is situated; (19) Any collective bargaining or other union contracts; and (20) List of employees employed at the Hotel containing their dates of hire, wages, salaries, benefits, but excluding the names of such employees, which will be provided to conduct Purchaser upon the expiration of the Study Period. (c) If for any reason whatsoever Purchaser does not purchase the Property, Purchaser shall promptly deliver to Seller, (i) copies of the due diligence materials delivered to or copied by Purchaser or Purchaser Parties, and (ii) copies of all third-party reports prepared by or for Purchaser or Purchaser Parties with respect to the Property; provided, however, that Purchaser shall not be obligated to deliver to Seller any materials of a proprietary nature (such investigation into as, for the Property as Buyer shall deem necessary and appropriate to satisfy itself regarding each itempurposes of example only, any financial forecast or market repositioning plans) prepared for Purchaser or Purchaser Parties in connection with the Property, and this transaction ("Site Inspection Period"). Seller, subject Seller acknowledges that any such materials delivered to Seller pursuant to the provisions of clause (ii) shall be without cost to Purchaser and without warranty, representation or recourse whatsoever other than that such materials have been fully paid for and may be delivered to Seller. The terms of this Section 2.4(c) shall survive the Leasetermination of this Agreement. (d) Purchaser shall indemnify, shall permit Buyer hold harmless and its authorized agents defend Seller against any loss, damage, liability or claim for personal injury or property damage and representatives any other loss, damage, liability, claim or lien to enter the extent arising from the acts upon the Real Property by Purchaser or Purchaser Parties or any agents, contractors or employees of Purchaser or Purchaser Parties (for avoidance of doubt, Purchaser shall have no liability for the mere discovery of pre-existing conditions at all the Hotel). Purchaser understands and accepts that any on-site inspections of the Property shall occur at reasonable times agreed upon by Seller and Purchaser after not less than one (1) business day prior notice to Seller and shall be conducted so as not to interfere unreasonably with the operation of the Property and the use of the Property by the tenants and the guests of the Hotel. Seller shall have the right to have a representative present during normal business hours any such inspections. If Purchaser desires to inspect do any invasive testing at the Property, Purchaser shall do so only after obtaining the prior written consent of Seller, which approval may be subject to such terms and conduct reasonably necessary tests conditions as may be imposed by Seller. Purchaser shall not permit any liens to attach to the Property by reason of such inspections. Purchaser shall (i) restore the Property, at its own expense, to substantially the same condition which existed prior to any inspections or other activities of Purchaser thereon; and (ii) be responsible for and pay any and all liens by contractors, subcontractors, materialmen, or laborers performing the inspections or any work for Purchaser or Purchaser Parties on or related to the Property. Purchaser shall procure and continue in force from and after the date Purchaser first enters the Property, and continuing throughout the term of this Agreement, comprehensive general liability insurance with a combined single limit of not less than $1,000,000 per occurrence, or commercial general liability insurance, with limits of not less than $1,000,000 per occurrence and $2,000,000 per event. Seller shall be included and named as an additional insured under such comprehensive general liability or commercial general liability coverage. Such insurance shall include: (i) personal injury liability with employee and contractual exclusions removed; and (ii) a waiver of subrogation in favor of Seller without exception for the negligence of any additional insured. Purchaser will not be permitted to come onto the Property unless and until Purchaser has provided to Seller a certificate of insurance evidencing such coverage, the additional insured status of Seller, and such waiver of subrogation. The provisions of this Section 2.4(d) shall survive any termination of this Agreement and a closing of the transaction contemplated hereby and are approved not subject to any liquidated damage limitation on remedies, notwithstanding anything to the contrary in this Agreement. (e) Prior to the expiration of the Study Period, Purchaser shall notify Seller in writing which Hotel Agreements that Purchaser elects to reject and not assume (the “Rejected Contracts”) (however, Purchaser may only elect to reject and not assume, and/or request Seller to terminate, those Hotel Agreements which may be terminated without payment of any termination fee, penalty or liquidated damages, unless Purchaser agrees in writing to pay for such termination fee, penalty or liquidated damages) and which Hotel Agreements Purchaser desires Seller to send notice of termination at the Closing, to the extent any such Hotel Agreements require written notice in excess of the time between the date on which Purchaser requests termination and the Closing (the “Post-Closing Termination Contracts”). At Closing, Seller shall terminate all Rejected Contracts and shall send any notices required in order to terminate any Post-Closing Termination Contracts. All Contracts other than Rejected Contracts shall be assumed by SellerPurchaser at Closing (the “Assumed Contracts”). Seller shall use commercially reasonable efforts to, at or prior to Closing, obtain any necessary consents for assignment of Assumed Contracts to Purchaser. Purchaser shall be solely responsible for all transfer or assignment fees and charges payable to the vendors of the Assumed Contracts under the express terms of the Assumed Contracts. After the expiration of the Study Period, Seller shall not extend any of the Assumed Contracts and shall not approve any extension of such Assumed Contracts without Purchaser’s prior written approval (to the extent Seller has approval rights), which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, conditioned or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possessiondelayed. (f) Copies Promptly following the Effective Date, Seller shall cause the Title Company to furnish to Purchaser, (i) a title insurance commitment bearing an effective date not earlier than thirty (30) days prior to the Effective Date issued by the Title Company covering the Real Property, binding the Title Company to issue the Owner’s Title Policy together with legible copies (to the extent such legible copies are available) of all warranties relating documents identified in such title insurance commitment as exceptions to construction and maintenance title (collectively, the “Title Commitment”) with respect to the state of title to the Property. Within ten (10) days following its receipt of the Property Title Commitment, Purchaser shall notify Seller of any matters identified in the Title Commitment that Purchaser is unwilling to accept (collectively, the “Purchaser’s Objections”). Other than as are specifically required in this Agreement, Seller shall not be obligated to incur any expenses or incur any liability to cure any Purchaser’s Objections. Seller may notify Purchaser within five (5) days after receipt of Purchaser’s Objections (the “Seller's possession; (g’s Response Period”) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON whether Seller, in its sole discretion by delivering a cancellation noticediscretion, return receipt requestedagrees to cure any of such Purchaser’s Objections (the “Seller’s Response”). If Seller agrees in Seller’s Response Period to attempt to cure any of such Purchaser’s Objections, Seller shall use good faith efforts (without the obligation to expend any money or incur any liability) to cure such Purchaser’s Objections which Seller and escrow holder has agreed to attempt to cure on or before the expiration of the Site Inspection Study Period. Such notice If Seller is unable to cure such Purchaser’s Objections by the expiration of the Study Period, Purchaser shall, in its sole and absolute discretion, elect (1) to waive such Purchaser’s Objections without any abatement in the Purchase Price and proceed to close or (2) to terminate this Agreement in which case the parties hereto shall be deemed effective only upon receipt by Sellerreleased from all further obligations hereunder, except those which expressly survive a termination of this Agreement. If this Agreement is Seller does not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller provide Seller’s Response to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second PaymentPurchaser within Seller’s Response Period, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to have elected not to attempt to cure Purchaser’s Objections. If Seller elects in Seller’s Response not to attempt to cure all or any number of Purchaser’s Objections or if Seller is deemed to have elected not to attempt to cure Purchaser’s Objections pursuant to the preceding sentence, upon the expiration of the Study Period, Purchaser shall elect either to (1) waive any Purchaser’s Objections which Seller has elected or is deemed to have elected not to attempt to cure without any abatement in the Purchase Price and proceed to close, or (2) terminate this Agreement in which case the parties hereto shall be in default under released from all further obligations hereunder, except those which expressly survive a termination of this Agreement. In the event Purchaser does not provide to Seller maynotice of Purchaser’s election under the preceding sentence, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will Purchaser shall be deemed to have canceled elected clause (2) of the preceding sentence. In the event of Purchaser’s termination or deemed termination pursuant to this AgreementSection 2.4(e), or Seller may exercise its rights under Section 14 hereof. If the ▇▇▇▇▇▇▇ Money, less the Independent Contract Consideration, shall be refunded by the Escrow Agent to Purchaser. (g) Notwithstanding anything in this Agreement is not canceled to the contrary, Seller, at Seller’s sole cost and expense, shall remove from the First Payment exceptions contained in the Title Commitment and the Second Payment are made when requiredPurchaser’s Owner’s Title Policy, all of Buyer's conditions and contingencies will Purchaser shall be deemed satisfiedto have objected to, any deeds of trust, UCC-1 financing statements and any and all other documents related to Seller’s financing of the Property, mechanic’s liens, tax liens, judgment liens and any and all other monetary liens created by Seller. In addition, Seller shall provide to Title Company, the Title Company’s standard form of Owner’s Affidavit with such modifications as reasonably requested by Seller. (h) Purchaser shall submit a fully completed application to Licensor for the issuance of license agreement within three (3) days after the Effective Date.

Appears in 1 contract

Sources: Purchase and Sale Agreement

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Initial: /s/ SLH Purchase Agreement for Champps, Livonia, MI tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Income & Growth Fund XXI Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Notwithstanding anything set forth to the contrary herein, Buyer will have until shall be entitled after the expiration of thirty (30) days from Acceptance Date to enter on the effective date hereof Property with its representatives and contractors and to conduct such investigation into due diligence inspections of the Property as Buyer shall deem necessary and appropriate to satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject analyze all information pertaining to the provisions Property and to prepare or have prepared a survey and / or site plans of the LeaseProperty (collectively, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld“Due Diligence”). Buyer shall notify Sellerpay all costs of the Due Diligence (except as explicitly set forth in Section 4.D.), in writing, shall restore any damage or disturbance to or of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entrythat occurs as a result thereof, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller harmless from and Tenant against any costs, claims, liability or expenses, including attorneys’ fees, that arise out of the conducting of the Due Diligence. If in the Buyer’s sole subjective discretion, as a result of Buyer’s Due Diligence, the results of any inspection are unacceptable or unsatisfactory, then Buyer shall have the right to terminate this Agreement, in which event the Deposit shall be immediately returned to Buyer, provided, however, that such written notice of termination is given by Buyer to Seller on or before July 31, 2020 (hereinafter defined) harmless for any loss the “Due Diligence Expiration Date”). In the event of termination, after ▇▇▇▇▇’s compliance hereunder and return of the Deposit, there shall be no further liability or damage obligation on either of the parties hereto and this Agreement shall then and thereafter be null and void. If ▇▇▇▇▇’s notice of termination is not so timely given, then the foregoing contingency shall be deemed to have been satisfied and is hereby removed from this Agreement. It is understood and agreed that the Property is being sold “as is”, that ▇▇▇▇▇ has, or will have prior to the Due Diligence Expiration Date inspected the Property determined its suitability for Buyer’s intended use. In purchasing the Property, ▇▇▇▇▇▇▇▇▇ is not acting in reliance upon any representation made by the Seller or persons caused any other officer, partner or employee of Seller or by any Agent of the Seller, their salespersons and employees, officers and/or partners. Buyer acknowledges that Brokers, their licensees, employees, officers or its agents arising out partners have not made an independent examination or determination of such physical inspections the structural soundness of the Property, the age or condition of the components, environmental conditions, the permitted uses, or of conditions existing in the locale where the Property is situated; nor have they made a mechanical inspection of any of the systems contained therein. Buyer reserves the right to make a pre-settlement inspection of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to BuyerAgreement. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ GMR by STK, /s/ KHK by STK, /s/ STK Purchase Agreement for Children's World, DePere, WI (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxii LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initieal: s/ DEE Purchase Agreement for Applebee's - Middletown, OH It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Net Lease Income & Growth Fund Xx Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Sellers, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) Sellers harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ SM /s/ YM Purchase Agreement for Marie Callender's - Hend▇▇▇▇▇, ▇▇ (c) A copy ▇ ▇▇▇▇ of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund XIX Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller Sellers or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller Sellers may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Net Lease Income & Growth Fund Xix Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ GEA /s/ WKA Purchase Agreement for Champps - Columbus, OH It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property unless Buyer makes the Second Payment when required. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund Xviii Limited Partnership)

Due Diligence. (a) The Sellers and the Buyer will have until acknowledge that the expiration of thirty (30) days from the effective date hereof to conduct such investigation into the Property as Buyer shall deem necessary and appropriate to satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions has completed its due diligence review of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing Properties prior to the expiration date hereof except as it specifically relates to the items set forth on Schedule 7.2 hereof (collectively, “Diligence Matters”) and the Open Schedules. The Sellers and DDR shall provide Purchaser with Sellers and DDR’s complete versions of the Site Inspection PeriodOpen Schedules on or prior to January 20, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below)2012. (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy For the improvements period commencing on the Property as are date hereof and ending at 5:00 p.m. (Eastern Time) on January 24, 2012 (the “Due Diligence Expiration Time”), the Buyer shall have the right to (i) conduct or cause to be conducted, at the Buyer’s sole cost, risk and expense, the inspections, tests, examinations and studies in Seller's possessionconnection with the Diligence Matters and to further examine all applicable records relating to the Diligence Matters and (ii) review and approve the Open Schedules, including, without limitation, the review and approval of the Title Affidavit by the Buyer and the Title Companies. The provisions of Section 7.1 above shall apply to any investigations or inspections to be made by the Buyer. (c) A copy of an "On or before the Due Diligence Expiration Time, the Buyer may notify the Sellers in writing that the Buyer objects to (i) any Diligence Matters, including, without limitation, objections to matters set forth in the applicable title reports or the surveys, zoning reports or environmental reports (such objections are herein referred to as built" survey “Due Diligence Objections”) or (ii) any of the Property done concurrent with Open Schedules delivered to Buyer (such objections are herein referred to as “Open Schedule Objections”). With respect to any Due Diligence Objections, the Sellers may elect by written notice (such notice, a “Seller's acquisition ’s Election”) to the Buyer within ten (10) Business Days after receipt by the Sellers of the PropertyDue Diligence Objections (the “Seller Election Response Date”), if to either (X) undertake at its expense all necessary actions to cure the Due Diligence Objections, in which event the Sellers shall endeavor to cure such Due Diligence Objections prior to the Closing, or (Y) not to cure such Due Diligence Objections. With respect to any Open Schedule Objections, Sellers may deliver a Seller's possession’s Election to Buyer prior to the Seller Election Response Date to either (X) modify such Open Schedule in a manner acceptable to Buyer to cure the Open Schedule Objections or (Y) not modify the Open Schedule Objections. If the Sellers do not deliver written notice of Seller’s Election on or before the Seller Election Response Date, then the Sellers shall be deemed to have elected not to cure such Due Diligence Objections or Open Schedule Objections. If the Sellers elect (or are deemed to have elected) not to cure any Due Diligence Objections or Open Schedule Objections, then the Buyer may elect by written notice delivered to the Sellers within five (5) Business Days following the Seller Election Response Date (the “Buyer Election Response Date”), (1) to terminate this Agreement, in which event the Cash Deposit shall be returned to the Buyer, the Guaranty shall terminate and the parties hereto shall have no further obligations under this Agreement, except for the obligations of this Agreement that expressly survive the termination hereof; or (2) indicate to the Sellers that, notwithstanding the Due Diligence Objections or Open Schedule Objections, the Buyer shall not terminate this Agreement as a result of such Due Diligence Objections or Open Schedule Objections, in which event all Due Diligence Objections and Open Schedule Objections shall be deemed waived and the Buyer shall have no further right to terminate this Agreement in connection with the Diligence Matters or Open Schedule Objections (other than as otherwise provided herein). If the Buyer does not deliver written notice of such election on or before the Buyer Election Response Date, then the Buyer shall be deemed to have elected not to terminate this Agreement pursuant to this Section 7.2(c). If the Buyer does not deliver any Due Diligence Objections or Open Schedule Objections on or before the Due Diligence Expiration Time, then the Buyer shall have no right to terminate this Agreement with respect to the Diligence Matters or Open Schedule Objections (other than as otherwise provided herein). Notwithstanding the Buyer’s right to deliver Due Diligence Objections or Open Schedule Objections or otherwise disapprove of the Due Diligence Matters or Open Schedules pursuant to this Section 7.2(c), the Buyer expressly waives its right to terminate this Agreement based solely upon a change in the Buyer’s internal investment guidelines resulting in an increase in the rate of return on a proposed investment or the type of investment, and a change in the general market conditions (including capital markets and other external macro events). (d) A copy of any Phase I Environmental Report on The Buyer acknowledges that the Property, if in Seller's possession. (e) A copy Buyer has completed its due diligence review of the Lease Properties prior to the date hereof (except for the Diligence Matters and the Open Schedules) and the Buyer has no right to terminate this Agreement (except as further set forth in Section 11(a7.2(c) belowabove) for any due diligence review of the Property Properties. The Buyer has been given a full opportunity to inspect and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True investigate each and correct copies every aspect of the Lease Assets, either independently or through agents of the Buyer’s choosing, including, without limitation, (a) all matters relating to title, together with all governmental and other legal requirements such as taxes, assessments, zoning, use permit requirements, and building codes; (b) the physical condition and aspects of the Assets, including, without limitation, the interior, the exterior, the square footage within the Assets and within each tenant space therein, the structure, the paving, the utilities, and all amendments thereto as well as other physical and functional aspects of the Guaranty are Assets, including, without limitation, an examination for the presence or absence of Hazardous Substances or the existence of any Environmental Liabilities; (c) any easements and/or access rights affecting the Assets; (d) the Space Leases and all matters in AEI's Possession. connection therewith, including, without limitation, the ability of the tenants to pay rent; (e) the Contracts and any other documents or agreements affecting the Assets; and (f) Copies all other matters of all warranties relating to construction and maintenance of significance affecting the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfiedAssets.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Elbit Imaging LTD)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Initial:/s/ LLL Purchase Agreement for Champps, Livonia, MI tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Income & Growth Fund XXI Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ HMR Purchase Agreement for Applebee's - Middletown, OH It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Net Lease Income & Growth Fund Xx Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty (30) 45 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within ten days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A): (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below), will deliver to buyer as soon as third party title insurance company provides to Seller. (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease E. Lease, and any amendments or modifications thereto (as further set forth in Section 11(aparagraph 11(A) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True After Closing the Seller will give the Buyer the original Lease, and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsAmendments thereto. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ SDW /s/ DBW Purchase Agreement for Marie CCallender Pie Sho▇▇, ▇nc (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and Net Lease management 85-A, Inc. and all amendments thereto as well as dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund 85-a LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty fifteen business days (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications Buyer Initial: /s/ JWS Purchase Agreement for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Hops Grill, Palm Harbor, FL Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund 85-a LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property. Buyer Initial: /s/ MJR Purchase Agreement for Champps Americana Restaurant-Schaumburg, if in Seller's possession.IL (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and Guaranty's, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer, AEI Income & Growth Fund XXI Limited Partnership, and all amendments thereto as well as dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ JEA Purchase Agreement for Champps - Columbus, OH It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ CMW /s/ JKW Purchase Agreement for Champps Americana Restaurant-Schaumburg, IL (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and Guaranty's, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer, AEI Income & Growth Fund XXI Limited Partnership, and all amendments thereto as well as dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Initial: /s/ GWD Purchase Agreement for Marie Callender Pie Sho▇▇, ▇▇▇., ▇▇▇▇▇am, OR tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Lease Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction AEI Real Estate Fund 85-A Limited Partnership and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund 85-a LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One A copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession.upon request. Buyer Initial: /s/ SSK Purchase Agreement for Champps Americana Restaurant, Schaumburg IL (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Net Lease Income & Growth Fund Xx Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ RJA Purchase Agreement for Champps - Columbus, OH It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property unless Buyer makes the Second Payment when required. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until thirty days after the expiration delivery of thirty each of the following documents to be delivered by Seller as set forth below (30) days from the effective date hereof "Review Period"), to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, title to the Property, and this transaction ("Site Inspection Period")to inspect the condition of the Property. Seller, subject The Closing Date shall be automatically extended by the number of days necessary to give Buyer thirty days to review any item required to be delivered by the Seller to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and testshereunder. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject Except for warranties of title and as otherwise set forth herein, Buyer expressly acknowledges that the sale of the Property as provided for herein is made on an "AS IS" basis, and such provision shall survive closing. Seller at Seller's cost and expense agrees to Section 16 hereofprovide to Buyer the following items, unless Buyer shall terminate this Agreement in writing prior to which Buyer's right to object absent subsequent material change to the expiration of same, shall extend for thirty days from the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer.date such item has been deposited in recognized overnight courier: (a) One copy of a title insurance A current commitment for an Owner's Title TLTA Policy of title insurance policy (see Section 8 paragraph 9 below)) dated after the date hereof, issued to Buyer in the amount of the Purchase Price, accompanied by copies of all documents constituting exceptions to title. (b) A copy Copies of a Certificate of Occupancy or and other such document documentation in Seller's possession certifying as to the completion of the original structure and granting permission to permanently occupy the improvements on the Property as are in Seller's possession.Property; (c) A copy Copy of an "as as-built" survey of the Property done concurrent with Seller's acquisition of dated May 15, 1997, updated to a date after the Property, if in Seller's possessiondate hereof and certified to Buyer. (d) A copy Any evidence in Seller's possession respecting inventory of any Phase I Environmental Report and ownership of the Personalty on the Property, if in which Seller's possessioninterest in such Personalty is being transferred to Buyer by Quit Claim Bill of Sale. (e) A copy ▇▇ ▇he extent in Seller's possession, a set of the Lease (as further set forth "as-built" plans and specifications for the improvements on the Property, provided, in Section 11(a) below) of the Property event that the Closing does not occur, Buyer shall return such plans and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently specifications to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's PossessionSeller. (f) Copies of all warranties relating to construction and maintenance of the most recent tax statement for the Property as are may be in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund Xvi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Initial: /s/ GAR Purchase Agreement for Champps, Livonia, MI tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Income & Growth Fund XXI Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Inital: /s/ DLC Purchase Agreement for Champps, Livonia, MI tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Income & Growth Fund XXI Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ TH /s/ JSH Purchase Agreement for Hometown Buffet - Tucson, AZ It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XIX Limited Partnership and all amendments thereto as well as dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, via first class mail, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 section 9 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Net Lease Income & Growth Fund Xix Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Initial:/s/ JM Purchase Agreement for Tractor Supply, Maryville, TN tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Lease Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction AEI Real Estate Fund XV Limited Partnership and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund 85-a LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be Buyer Initial: /s/ RRR /s/ CAR Purchase Agreement for Timber Lodge-St. Cloud, MN supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (fe) Copies copies of any and all warranties relating to construction and maintenance of environmental reports affecting the Entire Property as are in Seller's possession; . It is a contingency upon Seller's obligations hereunder that two (g2) A copy copies of Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Real Estate Fund XVII Limited Partnership and dated on escrow closing date be delivered to the Seller on the closing date. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of section 6 of this agreement. (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, and unless Seller is in default under any of the Plans and Specifications for terms of this Agreement, if Buyer fails to make Second Payment, Seller shall be entitled to retain the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection PeriodFirst Payment. Such notice shall be deemed effective only upon receipt by Sellergiven as further set forth herein respecting the delivery of notice. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property Buyer Initial: /s/ RRR /s/s CAR Purchase Agreement for Timber Lodge-St. Cloud, MN or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund Xvii Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as Buyer Initial: /s/ RJA Purchase Agreement for Applebee's - Middletown, OH may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property unless Buyer makes the Second Payment when required. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Net Lease Income & Growth Fund Xx Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Initial: /s/ BBS Purchase Agreement for Champps, Livnoia, MI tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Income & Growth Fund XXI Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ CMW /s/ JKW Purchase Agreement for Champps Americian Restaurant, Schaumburg, IL (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Lease Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction Seller and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, required all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such Buyer Initial: /s/ PS Purchase Agreement for Champps Americana Restaurant, Schaumburg, IL tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty (30) days from the effective date hereof fifth business day after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property Leased Premises or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection (The "Review Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer.") (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy Lease of the Lease (as further set forth in Section 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsClosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Periodany review period or inspection period. Such notice shall be deemed effective only upon receipt by Seller. If this Buyer Initial: /s/ JJZ Purchase Agreement is not cancelled as set forth abovefor Arby's/Mrs. Winners - Smyrna, the First Payment shall be non-refundable unless Seller shall default hereunder. GA If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property unless Buyer makes the Second Payment when required. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Net Lease Income & Growth Fund Xx Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty (30) days from the effective date hereof to conduct such investigation into a site inspection of the Property as Buyer shall deem necessary and appropriate to satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section Paragraph 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five Buyer agrees to indemnify and hold Seller harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Buyer will have until the expiration of thirty days (5The "Review Period") business days after delivery of each of following items, to be supplied by Seller, to conduct all of its other inspections and due diligence and satisfy itself regarding each item, the effective dateProperty, Seller shall deliver the following items to Buyerand this transaction. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Property and Guarantyshowing occupancy date, if anylease expiration date, rent, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsTenant. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund Xv LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XIX Limited Partnership and all amendments thereto as well as dated Buyer Initial: /s/ SLH Purchase Agreement for Hometown Buffet-Tucson, AZ on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, via first class mail, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquished all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund Xviii Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty (30) 45 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five ten (510) business days after the effective dateEffective Date of this Agreement, Seller shall deliver the following items to Buyer.provide (except as explained below, in Item A): (a) A. One copy of a title insurance commitment ("Title Commitment") for an Owner's Title insurance policy (see Section paragraph 8 below), to be ordered by Seller immediately upon both parties hereto having executed this Agreement, and said commitment to be delivered to Buyer as soon as the third party title insurance company provides it to Seller, but it shall be delivered no later than ten (10) days after the Effective Date of this Agreement. (b) B. A copy of all instruments referenced in the Title Commitment which constitute exceptions to title. C. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) D. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) . E A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, certified mail, return receipt requested, to Seller and escrow holder the Title Company before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt when sent by Sellercertified mail. If this Agreement is not cancelled as set forth above, the First Payment shall be non-non- refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned cause the Title Company to return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller maythen, at as its sole option, shall retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund 24 LLC)

Due Diligence. Buyer will have until the expiration of thirty (30) 30 days from the effective date hereof Effective Date of this Agreement (the "Review Period") to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within twenty days of the Site Inspection Period, Effective Date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective dateAgreement, Seller shall deliver the following items to Buyer.provide: (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. This contract is also subject to Buyer securing a new loan by closing date. If a loan is not secured by that date or Seller has not agreed to extend the contract as set out in paragraph 18(B), the First Payment shall be returned to the Buyer. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Payment and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. If this Agreement is not canceled and the First Payment and the Second Payment is made when required, all of Buyer's conditions and contingencies will be deemed satisfied. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Payment Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller then may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund 85-B LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty (30) 45 days from the effective date hereof of this Agreement (The "Review Period"), to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Sellertransaction, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which including obtaining approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Sellerfrom Buyer's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and testsReal Estate Committee. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration Within fifteen (15) days of the Site Inspection Period, date of this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective datecontract, Seller shall deliver the following items to Buyer.provide: (a) A. One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) B. A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) C. A copy of an "as built" survey of the Property done completed concurrent with Seller's acquisition of the Property, if available in Seller's possession. (d) D. A copy of any Phase I Environmental Report on the Property, if available in Seller's possession. (e) A copy of the E. Lease (as further set forth in Section paragraph 11(a) below) of the Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment Earnest Money shall be non▇▇▇-refundable ▇▇▇undable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive), Buyer Seller (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned return to Buyer its First Payment, Earnest Money without f▇▇▇▇▇▇ liability to either party and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone elseProperty. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment Earnest Money and Buyer irrevocably Buye▇ ▇▇▇▇vocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment Earnest Money and declare this dec▇▇▇▇ ▇his Agreement null and void, in which event Buyer will be deemed to have canceled this AgreementAgreement and relinquish all rights in and to the Property, or Seller may exercise its rights under Section 14 hereof. hereof If this Agreement is not canceled and the First Payment and the Second Payment are made when requiredcanceled, as herein provided, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund Xviii Limited Partnership)

Due Diligence. Buyer will It is acknowledged by both parties that as at the Effective Date the Supplier has conducted due diligence as a desk-based exercise and has not had full access to the Site which, as at the Effective Date, is undergoing fit-out. The Supplier shall therefore have until the expiration of thirty (30) days opportunity to conduct any necessary due diligence, at its own cost and expense, during the period from the effective date hereof Effective Date up to conduct such investigation into 31 May 2019 (the Property as Buyer shall deem necessary and appropriate to satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"“Due Diligence Long-stop Date”). Seller, subject to In the provisions of event that the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least fortyfit-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and tests. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency has not achieved practical completion by such date then the parties shall enter into good faith negotiations concerning an appropriate extension to Buyer's obligations hereunder the Due Diligence Long-stop Date. The Supplier’s undertaking of such due diligence shall be deemed satisfied. Within five (5) business days after without prejudice to its obligation to perform the effective date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Property as are in Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer Mobilisation Services pursuant to the terms hereofMobilisation Requirements and by the Milestone Dates or as otherwise provided in this Agreement. On or before the Due Diligence Long-stop Date, if Buyer fails the Supplier shall provide a written report to make DCC with its due diligence findings and the Second Paymentparties shall act in good faith and use their reasonable endeavours to negotiate any necessary Changes within the general scope of the Services, Seller at all times adhering to the charging principles and assumptions set out within Schedule 2 (Financials) and the Change Control Procedure, and such Changes shall be entitled limited to retain any increase or decrease in the First Payment and Buyer irrevocably will be deemed volume of Services to be in default provided by the Supplier under this Agreement. Seller mayAny Changes directly arising from the same shall be limited to the Charges and the Asset Register (the “True-up Exercise”), with such Changes to be agreed and documented following the Change Control Procedure by no later than 15 July 2019 (the “True-up Completion Date”). Items of tangible or intangible property listed in the Mobilisation Requirements or which are otherwise purchased as a result of the True-up Exercise shall be DCC Assets (with title transferring to DCC upon delivery at Brabazon House) and shall be identified as such in the Asset Register (the “Start-up Assets”). Save for being permitted a reasonable inspection of the Site following practical completion of fit-out for the purposes of the True-up Exercise, the Supplier acknowledges and confirms that as of the Effective Date:- 5.4.1 it has had an opportunity to carry out a thorough due diligence exercise in relation to the Services and has asked DCC all the questions it considers to be relevant for the purpose of establishing whether it is able to provide the Services in accordance with the terms of this Agreement; 5.4.2 it has received all information requested by it from DCC to enable it to determine whether it is able to provide the Services in accordance with the terms of this Agreement; 5.4.3 it has made and shall make its option, retain own enquiries to satisfy itself as to the First Payment accuracy and declare adequacy of any information supplied to it by or on behalf of the DCC; 5.4.4 it has raised all relevant due diligence questions with the DCC before the Effective Date; and 5.4.5 it has entered into this Agreement null in reliance on its own due diligence. Further to clause 5.4, the True-up Exercise and void, Change agreed pursuant to 5.2 shall represent the Supplier’s sole remedy in respect of due diligence which event Buyer will be deemed the Supplier has been unable to have canceled perform by the Effective Date. Save as provided in this Agreement, no representations, warranties or Seller may exercise its rights under Section 14 hereofconditions are given or assumed by DCC in respect of any information which is provided to the Supplier by DCC and any such representations, warranties or conditions are excluded, save to the extent that such exclusion is prohibited by law. If The Supplier shall promptly notify the DCC in writing if it becomes aware during the performance of this Agreement is of any inaccuracies in any information provided to it by the DCC during such due diligence which materially and adversely affects its ability to perform the Services or meet any Service Levels and KPIs. The Supplier shall not canceled and be entitled to recover any additional costs from the First Payment and DCC which arise from, or be relieved from any of its obligations as a result of, any matters or inaccuracies notified to DCC by the Second Payment are made when required, all Supplier in accordance with clause 5.7. Nothing in this clause 5 shall limit or exclude the liability of Buyer's conditions and contingencies will be deemed satisfiedthe DCC for fraud or fraudulent misrepresentation.

Appears in 1 contract

Sources: Supplier Agreement

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession.upon request. Buyer Initial: /s/ KHN Purchase Agreement for Champps Americana Restaurant, Livonia (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Lease Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as Closing Date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsClosing Date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifteenth business day (30the "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 Paragraph 9 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possessionupon request. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(aParagraph 11(a)(i) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by Buyer Initial: /s/ RE Buyer Initial: /s/ SE Purchase Agreement for Applebee's Neighborhood Grill & Bar - Stow, Ohio KOE LLC such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 7 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund Xviii Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct Buyer Initial: /s/ EEA Purchase Agreement for Champps - Columbus, OH It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifteenth business day (30the "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 Paragraph 9 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possessionupon request. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(aParagraph 11(a)(i) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 7 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund Xv LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into all of its inspections and due diligence, including a physical inspection of the Property as Buyer shall deem necessary Property, and appropriate to satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ DC Purchase Agreement for Champps Americana Restaurant, Schaumburg, IL (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. (e) An Estoppel Certificate executed by the lessee in a form reasonably acceptable to the Buyer. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requestedpursuant to paragraph 19(d), to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-non- refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if all conditions to Buyer's obligation to close are satisfied and Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, required all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property. Buyer Initial: /s/ JET /s/ TJT Purchase Agreement for Timber Lodge-Rochester, if in Seller's possession.MN (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as AEI Real Estate Fund XVII Limited Partnership and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON any reason in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund Xvii Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty (30) days from the effective date hereof Effective Date (the “Review Period”) to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, Property and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Property or persons caused by Buyer or its agents arising out of such physical inspections of the Property, and this indemnity shall survive Closing or termination of this Agreement. Subject Buyer hereby acknowledges and agrees that, as of the Effective Date, Seller has provided to Section 16 hereofBuyer, unless Buyer shall terminate this Agreement in writing prior to the expiration of extent such items are in its possession, the Site Inspection Perioditems listed on Exhibit “B” (“Seller’s Materials”), this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One and a copy of a title insurance commitment for an Owner's Title insurance policy (see Section 8 below). (b) A copy Tenant’s waiver of a Certificate its right of Occupancy or other such document certifying completion and granting permission first refusal to permanently occupy the improvements on purchase the Property as are set forth in Seller's possession. (c) A copy of an "as built" survey of the Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section 11(a) below) of the Property and Guaranty, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvements“ROFR Waiver”). Buyer may cancel this Agreement before the expiration of the Review Period for ANY REASON any reason or no reason in its sole discretion by delivering a cancellation notice, return receipt requested, notice to Seller and escrow holder before Closing Agent prior to the expiration of the Site Inspection Review Period. Such If, upon completing its due diligence with respect to the Property as permitted hereunder, Buyer desires to proceed with the purchase of the Property, Buyer shall deliver to Seller written notice of its intention to proceed to Closing pursuant to the terms hereof (the “Confirmation Notice”). If Buyer has not delivered the Confirmation Notice to Seller upon the expiration of the Review Period, then this Agreement (i) shall be deemed effective only upon receipt by Sellerto have terminated, (ii) the ▇▇▇▇▇▇▇ Money shall be immediately returned to Buyer, and (iii) the parties shall have no further rights or obligations hereunder except those expressly stated to survive the termination or expiration of this Agreement. If this Agreement is not cancelled as set forth above, then except as otherwise provided herein, the First Payment ▇▇▇▇▇▇▇ Money shall be non-refundable unless Seller shall default hereunder, or in the event of a casualty or condemnation, subject to the provisions of Section 17 below. If Buyer cancels this Agreement or allows the Agreement to be terminated before or upon the expiration of the Review Period, as permitted under this Section, except for any escrow cancellation fees charged by the Title Company and any liabilities under the first paragraph of Section section 6 of this Agreement (which will survive)Agreement, Title Company is hereby authorized and directed to return to Buyer (after execution of such documents reasonably requested by Seller its ▇▇▇▇▇▇▇ Money without further direction by, or the consent of, Seller, and the parties shall have no further rights or obligations hereunder except those expressly stated to evidence survive the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest expiration of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone elseAgreement. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if If Buyer fails to make the Second Paymentperform its obligations hereunder beyond all applicable notice and cure periods, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under of this Agreement. Upon default by Buyer, Seller may, at its option, may retain the First Payment ▇▇▇▇▇▇▇ Money as its sole and exclusive remedy and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its rights under Section 14 hereof. If cancelled this Agreement is not canceled and relinquish all rights in and to the First Payment and the Second Payment are made when required, all of Buyer's conditions and contingencies will be deemed satisfiedProperty.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Aei Income & Growth Fund 24 LLC)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Inital: /s/ DBW /s/ SDW Purchase Agreement for Tractor Supply-Maryville, TN (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Lease Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction AEI Real Estate Fund XV Limited Partnership and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund 85-a LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty (30) days from the effective date hereof fifteenth business day after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection (The "Review Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer.") (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct copies of the Lease and all amendments thereto as well as the Guaranty are in AEI's Possession. (fe) Copies of all warranties relating to construction and maintenance of the Property as are in Phase 1 Environmental Report. Buyer Initial: /s/ T.D. /s/ TH Purchase Agreement for Applebee's - Destin,FL It is a contingency upon Seller's possession; obligations hereunder that two (g2) A copy copies of Co-Tenancy Agreement in the Plans form attached hereto duly executed by Buyer and Specifications for Seller and dated on escrow closing date be delivered to the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 sections 15(a) of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, or Seller may exercise its Agreement and relinquish all rights under Section 14 hereofin and to the Property unless Buyer makes the Second Payment when required. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund Xviii Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy Copies of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: /s/ SS Purchase Agreement for Arby's Restaurant-Hudsonville, MI (c) A copy Copies of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the Lease form attached hereto duly executed by Buyer and all amendments thereto as well as Seller and dated on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Real Estate Fund 85-a LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such Buyer Initial: /s/ JM Purchase Agreement for Children's World-Golden Colorado tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Lease Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction AEI Income & Growth Fund XXII Limited Partnership and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make pay the Second PaymentPurchase Price, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are made Purchase Price is paid when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxii LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the tenth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession. (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XIX Limited Partnership and all amendments thereto as well as dated Buyer Initial: /s/ TSO Purchase Agreement for Hometown Buffet - Tucson, AZ on escrow closing date be delivered to the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements Seller on the Property and a certified architect's certification as to the substantial completion of the improvements on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement for ANY REASON in its sole discretion by delivering a cancellation notice, via first class mail, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section 6 section 9 of this Agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Net Lease Income & Growth Fund Xix Limited Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Initial: WS Purchase Agreement for Champps Americana Restaurant, Columbus OH (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantys, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Lease Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction AEI Real Estate Fund XVIII Limited Partnership and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)

Due Diligence. Buyer will have until the expiration of thirty the fifth business day (30The "Review Period") days from the effective date hereof after delivery of each of following items, to be supplied by Seller, to conduct such investigation into the Property as Buyer shall deem necessary all of its inspections and appropriate to due diligence and satisfy itself regarding each item, the Property, and this transaction ("Site Inspection Period"). Seller, subject to the provisions of the Lease, shall permit Buyer and its authorized agents and representatives to enter upon the Property at all reasonable times during normal business hours to inspect and conduct reasonably necessary tests which are approved in writing by Seller, which approval shall not be unreasonably withheld. Buyer shall notify Seller, in writing, of its intention, or the intention of its agents or representatives, to enter the Property at least forty-eight (48) hours prior to such intended entry, and obtain Seller's prior written consent to any tests to be conducted thereon. Buyer shall bear the cost of all such inspections and teststransaction. Buyer agrees to indemnify and hold Seller and Tenant (hereinafter defined) harmless for any loss or damage to the Entire Property or persons caused by Buyer or its agents arising out of such physical inspections of the Entire Property. Subject to Section 16 hereof, unless Buyer shall terminate this Agreement in writing prior to the expiration of the Site Inspection Period, this site inspection contingency to Buyer's obligations hereunder shall be deemed satisfied. Within five (5) business days after the effective date, Seller shall deliver the following items to Buyer. (a) One The original and one copy of a title insurance commitment for an Owner's Title insurance policy (see Section paragraph 8 below). (b) A copy of a Certificate of Occupancy or other such document certifying completion and granting permission to permanently occupy the improvements on the Entire Property as are in Seller's possession.. Buyer Inital: /s/ LZW /s/ MJW Purchase Agreement for Champps Americana Restaurant, Schaumburg, IL (c) A copy of an "as built" survey of the Entire Property done concurrent with Seller's acquisition of the Property, if in Seller's possession. (d) A copy of any Phase I Environmental Report on the Property, if in Seller's possession. (e) A copy of the Lease (as further set forth in Section paragraph 11(a) below) of the Entire Property showing occupancy date, lease expiration date, rent, and GuarantyGuarantees, if any, accompanied by such tenant financial statements as may have been provided most recently to Seller by the Tenant and/or Guarantors. True and correct It is a contingency upon Seller's obligations hereunder that two (2) copies of the Co-Tenancy Agreement in the form attached hereto duly executed by Buyer and AEI Net Lease Income & Growth Fund XX Limited Partnership and all amendments thereto as well as the Guaranty are in AEI's Possession. (f) Copies of all warranties relating to construction and maintenance of the Property as are in Seller's possession; (g) A copy of the Plans and Specifications for the Improvements dated on the Property and a certified architect's certification as escrow closing date be delivered to the substantial completion of the improvements Seller on the Property having been completed in accordance with local code and the Plans and Specifications for the improvementsclosing date. Buyer may cancel this Agreement agreement for ANY REASON in its sole discretion by delivering a cancellation notice, return receipt requested, to Seller and escrow holder before the expiration of the Site Inspection Review Period. Such notice shall be deemed effective only upon receipt by Seller. If this Agreement is not cancelled as set forth above, the First Payment shall be non-refundable unless Seller shall default hereunder. If Buyer cancels this Agreement as permitted under this Section, except for any escrow cancellation fees and any liabilities under the first paragraph of Section section 6 of this Agreement agreement (which will survive), Buyer (after execution of such documents reasonably requested by Seller to evidence the termination hereof) shall be returned its First Payment, and Buyer will have absolutely no rights, claims or interest of any type in connection with the Property or this transaction, regardless of any alleged conduct by Seller or anyone else. Unless this Agreement is canceled by Buyer pursuant to the terms hereof, if Buyer fails to make the Second Payment, Seller shall be entitled to retain the First Payment and Buyer irrevocably will be deemed to be in default under this Agreement. Seller may, at its option, retain the First Payment and declare this Agreement null and void, in which event Buyer will be deemed to have canceled this Agreement, Agreement and relinquish all rights in and to the Property or Seller may exercise its rights under Section 14 hereof. If this Agreement is not canceled and the First Payment and the Second Payment are is made when required, all of Buyer's conditions and contingencies will be deemed satisfied.

Appears in 1 contract

Sources: Purchase Agreement (Aei Income & Growth Fund Xxi LTD Partnership)