Inspections and Access. Purchaser and its representatives shall be permitted to enter upon the Property at any reasonable time and from time to time during the Due Diligence Period to examine, inspect and investigate the Property (collectively, the "Inspections") and, as part of such Inspections, make copies of all books, records, drawings, and other documentation relating thereto in Seller's possession, subject to the terms, conditions and limitations set forth in the following paragraphs. (a) Purchaser shall have a right to enter upon the Property for the purpose of conducting the Inspections and for no other purpose provided that in each such instance (i) Purchaser notifies Seller of such Inspections not less than 24 hours prior to such entry; (ii) such Inspections are subject to and scheduled with Seller's property manager, as available; and (iii) Purchaser is in full compliance with Section 3.2(e) hereof. At Seller's election, a representative of Seller's shall be present during any entry by Purchaser or its representatives upon the Property for conducting said Inspections. Purchaser shall make all necessary actions to insure that neither it nor any of its representatives shall unreasonably interfere with the ongoing operations occurring at the Property during the course of performing any such Inspections. Purchaser shall not cause or permit any mechanic liens, materialmen's liens or other liens to be filed against the Property as a result of the Inspections. (b) Purchaser shall have through the last day of the Due Diligence Period in which to conduct its due diligence investigations and analysis of the Property and of all information pertaining to the Property, and, in Purchaser's sole discretion, to determine whether the Property, is acceptable to Purchaser. If during the Due Diligence Period, Purchaser becomes aware of any problem or defect in the Property or other aspect of the Property with Purchaser determines, in its sole and absolute discretion, makes the Property unsuitable to Purchaser, Purchaser may terminate this Agreement by giving written notice of termination to Seller on or before the last day of the Due Diligence Period. If Purchaser accepted the Property and this Agreement shall continue in full force and effect. In the event of such termination, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party hereunder, except for the Surviving Obligations. (c) Purchaser shall, at least thirty (30) days prior to the Closing Date, notify Seller in writing requesting termination of any or all of the Service Contracts, Purchaser shall be deemed to have accepted the assumption of the Service Contracts. (d) Purchaser shall have the right to conduct, at its sole cost and expense, any inspections, studies or tests that Purchaser deems appropriate in determining the condition of the Property, provided, however, Purchaser is not permitted to perform any intrusive testing, including, without limitation, a phase II environmental assessment or boring, without the prior written consent of Seller. Immediately upon receipt of the written request of Seller, Purchaser shall deliver to Seller a complete copy of any environmental studies, reports, test results, analyses and similar documents (the "Environmental Reports") prepared by or on behalf of Purchaser or its agents. (e) Purchaser agrees and covenants with Seller not to disclose to any third party (other than lenders, accountants, attorneys and other professionals and consultants) without Seller's prior written consent, unless Purchaser is obligated by law to make such disclosure, any of the reports or any other documentation or information obtained by Purchaser which related to the Property or Seller in any way, all of which shall be used by Purchaser and its agents solely in connection with the transaction contemplated hereby. (f) Purchaser agrees to indemnify, defend and hold Seller and its partners, trustees, beneficiaries, shareholders, managers, advisors and other agents and their respective employees, officers, directors and shareholders (the "Indemnified Parties") harmless from and against any and all claims, losses, damages, costs and expense (including, without limitation, attorneys fees' and court costs) suffered or incurred by any of the Indemnified Parties as a result of or in connection with any activities of Purchaser (including activities of any of Purchaser's employees, consultants, contractors or other agents) conducted pursuant to this Section 3.2 or otherwise, including, without limitation, mechanics' liens, damage to the Property and injury to persons or property resulting from such activities and, in connection therewith, in the event that the Property is disturbed or altered in any way as a result of such activities, Purchaser shall promptly restore the Property to substantially the condition existing prior to the commencement of such activities. Notwithstanding the foregoing, with respect to only the investigation of existing dry rot conditions affecting the Property, the parties agree that Purchaser shall only be required to repair areas damaged by destructive testing in dry rot areas performed by or at the direction of Purchaser. Purchaser shall not be required to repair any dry rot repair areas damaged by destructive testing ordered or required by any party other than Purchaser. The foregoing limitation on Purchaser's responsibilities only relates to the aforesaid investigation of the existing dry rot condition at the Property. Furthermore, Purchaser agrees to maintain and cause any of its representatives or agents conducting any inspections to maintain and have in effect workers; compensation insurance, with statutory limits of coverage, and commercial general liability insurance with (i) appropriate coverages, (ii) waiver of subrogation, and (iii) limits of not less than One Million and 00/100 ($1,000,000.00) for personal injury, including bodily injury and death, and property damage. Such insurance shall name Seller, Heitman Capital Management Corporation and ▇▇▇▇▇▇▇ Properties Ltd. as additional insured parties and shall be with Companies, with deductibles and otherwise in form reasonably acceptable to Seller. Purchaser shall deliver to Seller a copy of the certificate of insurance effectuating the insurance required hereunder prior to the commencement of such activities. (g) Purchaser acknowledges and agrees shall have no right to review or inspect any of the Excluded Documents. "Excluded Documents" shall mean (a) internal memoranda, internal correspondence, internal analyses, internal documents or internal reports prepared by or for Seller in connection with the sale contemplated by this Agreement or in connection with its ownership or operation of the property, (b) communications between Seller or any affiliate and their attorneys or other agents or representatives, and (c) appraisals, assessments or other valuations of the Property in the possession of Seller.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Bre Properties Inc /Md/)
Inspections and Access. Purchaser and its representatives shall be permitted to enter upon the Real Property at any reasonable time times and from time to time during the Due Diligence Period to examine, inspect and investigate the Property (collectively, the "Inspections") and, as part of such Inspections, make copies of and all books, records, drawings, drawings and other documentation relating thereto in Seller's possession’s possession other than the Excluded Documents (collectively, the “Inspections”), subject to the terms, conditions and limitations set forth in the following paragraphsprovisions of this Section 3.2. All of the Inspections shall be conducted at the expense of Purchaser without contribution from Seller of any kind or amount except as may otherwise be provided for herein.
(a) Purchaser shall have a right to enter upon the Real Property during the Due Diligence Period for the purpose of conducting the Inspections and for no other purpose purpose, provided that in each such instance (i) Purchaser notifies Seller of such the intended Inspections not less than 24 hours one (1) business day prior to such entry; (ii) such Inspections are subject to and scheduled with Seller's property ’s plant manager, as available; and (iii) Purchaser is in full compliance with Section 3.2(e3.2(d) hereof. At Seller's ’s election, a representative of Seller's Seller shall be present during any entry by Purchaser or its representatives upon the Real Property for conducting said Inspections. Purchaser shall make take all necessary actions to insure that neither it nor any of its representatives shall unreasonably interfere with the ongoing operations occurring at the Real Property during the course of performing any such Inspections, including, without limitation, any operations of Sellers. Purchaser shall not cause or permit any mechanic liens, materialmen's mechanics’ liens or other liens to be filed against the Property as a result of the Inspections. Notwithstanding anything set forth herein to the contrary, Purchaser shall not be permitted to: (x) perform any Phase II environmental assessments or any tests that require the physical alteration of the Property (including, without limitation, borings or samplings) without the prior written consent of Seller (which consent shall not be unreasonably withheld); or (y) review any of the Excluded Documents. Promptly after receipt of the written request of Seller, Purchaser shall deliver to Seller a complete copy of any written studies, reports, tests results or similar documents prepared by or on behalf of Purchaser or its agents.
(b) Purchaser shall have through the last day of until the Due Diligence Period Expiration Date in which to conduct its due diligence investigations Inspections and analysis of the Property and of all information pertaining to the Property, and, in Purchaser's sole discretion, Property to determine whether the Property, Property is acceptable to Purchaser. If during During the Due Diligence Period, Purchaser becomes aware of any problem or defect in the Property or other aspect of the Property with Purchaser determines, in its sole and absolute discretion, makes the Property unsuitable to Purchaser, Purchaser may terminate this Agreement for any reason or no reason, by giving written notice of termination to Seller on or before the last day Due Diligence Expiration Date. If Purchaser does not give such notice of termination on or before the Due Diligence Period. If Expiration Date, Purchaser accepted shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 3.2, the Property ▇▇▇▇▇▇▇ Money shall be non-refundable except in the event of default by Seller or as otherwise specifically provided herein, and this Agreement shall continue in full force and effect. In the event of such termination, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party hereunder, except for the Surviving Obligations.
(c) Purchaser shall, at least thirty (30) days prior to the Closing Date, notify Seller in writing requesting termination of any or all of the Service Contracts, Purchaser shall be deemed to have accepted the assumption of the Service Contracts.
(d) Purchaser shall have the right to conduct, at its sole cost and expense, any inspections, studies or tests that Purchaser deems appropriate in determining the condition of the Property, provided, however, Purchaser is not permitted to perform any intrusive testing, including, without limitation, a phase II environmental assessment or boring, without the prior written consent of Seller. Immediately upon receipt of the written request of Seller, Purchaser shall deliver to Seller a complete copy of any environmental studies, reports, test results, analyses and similar documents (the "Environmental Reports") prepared by or on behalf of Purchaser or its agents.
(e) Purchaser agrees and covenants with Seller that prior to Closing it will not disclose any of the reports or any other documentation or information obtained by Purchaser which relates to disclose the Property or Seller to any third party (other than lenders, accountants, attorneys and other professionals and consultantsconsultants working for Purchaser in connection with the acquisition of the Property who agree to keep such information confidential) without Seller's ’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, unless Purchaser is obligated by law to make such disclosure, any of the reports or any other documentation or . All diligence information obtained acquired by Purchaser which related to the Property or Seller in any way, all of which hereunder shall be used by Purchaser and its agents solely in connection with the transaction transactions contemplated hereby.
(fd) Purchaser agrees to indemnify, defend and hold Seller and its Seller’s respective members, partners, trustees, beneficiaries, shareholders, directors, officers, managers, advisors and other agents and their respective employees, officers, directors and shareholders (collectively, the "“Indemnified Parties"”) harmless from and against any and all claims, losses, damages, costs and expense (including, without limitation, attorneys fees' ’ and court costs) suffered or incurred by any of the Indemnified Parties as a result of or in connection with any activities of Purchaser (including activities of any of Purchaser's ’s employees, consultants, contractors or other agents) conducted pursuant to or in violation of this Section 3.2 or otherwise, whether the events giving rise to such indemnity claim occurred before or occur after the date hereof, including, without limitation, mechanics' ’ liens, damage to the Property and injury to persons or property resulting from such activities and, in connection therewith, in the event that the Property is damaged, disturbed or altered in any way as a result of such activitiesactivities and Purchaser terminates this Agreement pursuant to Section 3.2(b), Purchaser shall promptly restore the Property to substantially the same condition existing prior to the commencement of such activities. Notwithstanding The preceding indemnification applies only to the foregoingextent the claim, with respect loss, damage, cost or expense is attributable to only such actions of Purchaser or its agents (for example, if there was a pre-existing condition which was exacerbated by permitted testing, then Purchaser’s obligation is limited to the investigation extent of existing dry rot conditions affecting the Property, the parties agree that Purchaser shall only be required to repair areas damaged by destructive testing in dry rot areas performed by or at the direction of Purchaser. Purchaser exacerbation only) and it shall not be required apply to repair extent any dry rot repair areas damaged by destructive testing ordered such matters arise from or relate to the discovery or required by any party other than Purchaser. The foregoing limitation on Purchaser's responsibilities only relates or permitted disclosure of a condition relating to the aforesaid investigation of the existing dry rot condition at the Property. Furthermore, Purchaser agrees to maintain and to cause any all of its representatives or agents conducting any inspections to maintain and have in effect workers; ’ compensation insurance, with statutory limits of coverage, and commercial general liability insurance with (i) appropriate coverages, (ii) waiver in the form of subrogation, and (iii) limits of not less than One Million and 00/100 ($1,000,000.00) for personal injury, including bodily injury and death, and property damageExhibit F attached hereto. Such insurance shall name Seller, Heitman Capital Management Corporation Seller and ▇▇▇▇▇▇▇ Properties Ltd. their respective lenders as additional insured parties and shall be with Companies, with deductibles and otherwise in form reasonably acceptable to Sellerparties. Purchaser shall deliver to Seller a copy of and Seller prior to entering upon the certificate of insurance effectuating Property evidence reasonably satisfactory to Seller and Seller that the insurance required hereunder prior to the commencement of such activitiesis in full force and effect.
(g) Purchaser acknowledges and agrees shall have no right to review or inspect any of the Excluded Documents. "Excluded Documents" shall mean (a) internal memoranda, internal correspondence, internal analyses, internal documents or internal reports prepared by or for Seller in connection with the sale contemplated by this Agreement or in connection with its ownership or operation of the property, (b) communications between Seller or any affiliate and their attorneys or other agents or representatives, and (c) appraisals, assessments or other valuations of the Property in the possession of Seller.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Federal Signal Corp /De/)
Inspections and Access. Purchaser and its representatives shall be have been permitted to enter upon the Real Property for purposes of conducting its due diligence and shall be permitted to continue to enter upon the Real Property at any reasonable time and from time to time during the Due Diligence Period to examine, inspect and investigate the Property (collectively, the "Inspections") and, as part of such Inspections, make copies of and all books, records, drawings, drawings and other documentation relating thereto in Seller's possession’s possession (collectively, the “Inspections”), subject to the terms, conditions and limitations set forth in the following paragraphsprovisions of this Section 3.2. All of the Inspections shall be conducted at the expense of Purchaser without contribution from Seller of any kind or amount.
(a) Purchaser shall have a right to enter upon the Real Property for the purpose of conducting the Inspections and for no other purpose purpose, provided that in each such instance (i) Purchaser notifies Seller of such the intended Inspections not less than 24 hours prior to such entry; , (ii) such Inspections are subject to and scheduled with Seller's ’s property manager, as available; and (iii) Purchaser is in full compliance with Section 3.2(e3.2(d) hereof. At Seller's ’s election, a representative of Seller's Seller shall be present during any entry by Purchaser or its representatives upon the Real Property for conducting said Inspections. Purchaser shall make take all necessary actions to insure that neither it nor any of its representatives shall unreasonably interfere with the ongoing operations occurring at the Real Property during the course of performing any such Inspections, including, without limitation, any operations of tenants. Purchaser shall not cause or permit any mechanic liens, materialmen's mechanics’ liens or other liens to be filed against the Property as a result of the Inspections. Notwithstanding anything set forth herein to the contrary, Purchaser shall not be permitted to: (x) perform any Phase II environmental assessments or any tests that require the physical alteration of the Property (including, without limitation, borings or samplings) without the prior written consent of Seller which may be withheld in Seller’s sole discretion; or (y) review any of the Excluded Documents. Promptly after receipt of the written request of Seller, Purchaser shall deliver to Seller a complete copy of any written studies, reports, tests results or similar documents prepared by or on behalf of Purchaser or its agents. Any such reports delivered by Purchaser pursuant to this Section 3.2(a) shall be without representation or warranty of any kind.
(b) Prior to Closing, Purchaser shall have through the last day of until the Due Diligence Period Expiration Date in which to conduct its due diligence investigations and analysis of the Property and of all information pertaining to the Property, and, in Purchaser's sole discretion, Property to determine whether the Property, Property is acceptable to PurchaserPurchaser in its sole discretion. If during On or prior to the Due Diligence PeriodExpiration Date, Purchaser becomes aware of any problem or defect in the Property or other aspect of the Property with Purchaser determinesmay, in as its sole and absolute discretionexclusive right and remedy, makes the Property unsuitable to Purchaser, Purchaser may terminate this Agreement for any reason in Purchaser’s sole discretion by giving written notice of termination to Seller on or before the last day Due Diligence Expiration Date. If Purchaser does not give such notice of termination on or before the Due Diligence Period. If Expiration Date, Purchaser accepted the Property shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 3.2(b) and this Agreement shall continue in full force and effect. In the event this Agreement is terminated by Purchaser pursuant to this Section 3.2(b) and upon Purchaser’s return to Seller of such terminationSeller’s due diligence deliveries, the ▇▇▇▇▇▇▇ Money Initial Deposit shall be returned to Purchaser and neither party shall have any further obligations to the other party hereunder, except for the Surviving Obligations.
(c) Purchaser shall, at least thirty (30) days prior to the Closing Date, notify Seller in writing requesting termination of any or all of the Service Contracts, Purchaser shall be deemed to have accepted the assumption of the Service Contracts.
(d) Purchaser shall have the right to conduct, at its sole cost and expense, any inspections, studies or tests that Purchaser deems appropriate in determining the condition of the Property, provided, however, Purchaser is not permitted to perform any intrusive testing, including, without limitation, a phase II environmental assessment or boring, without the prior written consent of Seller. Immediately upon receipt of the written request of Seller, Purchaser shall deliver to Seller a complete copy of any environmental studies, reports, test results, analyses and similar documents (the "Environmental Reports") prepared by or on behalf of Purchaser or its agents.
(e) Purchaser agrees and covenants with Seller to hold in confidence and not to disclose to any third party (other than lenders, accountants, attorneys and other professionals and consultantsconsultants working for Purchaser in connection with the acquisition of the Property, provided such disclosure is handled in a confidential manner and such persons are notified of this confidentiality provision) without Seller's ’s prior written consent, unless Purchaser is obligated by law to make such disclosure, any of the reports or any other documentation or information obtained by Purchaser which related relates to the Property or Seller in any way, all of which shall be used by Purchaser and its agents solely in connection with the transaction transactions contemplated hereby. Notwithstanding the foregoing, Purchaser and Seller hereby acknowledge and agree that Purchaser shall have the right, without having to obtain the prior approval of Seller, to file any notice or other documents and/or perform any other action required with respect to the transaction under the rules and regulations of the Securities and Exchange Commission and/or any other securities exchange.
(fd) Purchaser agrees to indemnify, defend and hold Seller and its partnersmembers, managers, partners trustees, beneficiaries, shareholders, managersofficers, advisors and other agents and their respective employees, officers, directors members and shareholders managers (collectively, the "“Indemnified Parties"”) harmless from and against any and all claimsloss, lossescost, damagesinjury, costs and expense (includingdamage, without limitationliability, attorneys fees' and court costs) suffered claim or incurred by any of the Indemnified Parties as a result of or in connection with any activities of Purchaser (including activities of any of Purchaser's employees, consultants, contractors or other agents) conducted pursuant to this Section 3.2 or otherwiseexpense, including, without limitation, mechanics' liensreasonable attorneys’ fees and court costs, and liability of any kind arising out of or in connection with Purchaser’s activities on the Property, including, without limitation, the acts and omissions of Purchaser’s agents, employees, architects, engineers and other personnel (excluding, however, any loss, liability, damage, injury to claim arising out of (a) the acts or omissions of Seller or its agents, employees, or contractors, or (b) the mere discovery of adverse information, defects or damage with respect to the Property and injury to persons or property resulting from such activities and, in connection therewith, in Property). In the event that the Property is damaged, disturbed or altered in any way as a result of such activities, Purchaser shall promptly restore the Property to substantially the its condition existing prior to the commencement of such activities. Notwithstanding the foregoing, with respect to only the investigation of existing dry rot conditions affecting the Property, the parties agree that Purchaser shall only be required to repair areas damaged by destructive testing in dry rot areas performed by or at the direction of Purchaser. Purchaser shall not be required to repair any dry rot repair areas damaged by destructive testing ordered or required by any party other than Purchaser. The foregoing limitation on Purchaser's responsibilities only relates to the aforesaid investigation of the existing dry rot condition at the Property. Furthermore, Purchaser agrees to maintain and to cause any all of its representatives or agents conducting any inspections Inspections to maintain and have in effect workers; ’ compensation insurance, with statutory limits of coverage, and commercial general liability insurance with (i) appropriate coverages, (ii) waiver of subrogation, and (iii) limits of not less than One Million and 00/100 ($1,000,000.00) for personal injury, including bodily injury and death, and property damage. Such insurance shall name Seller, Heitman Capital Management Corporation its lender and ▇▇▇▇▇▇▇ Properties Ltd. its property manager as additional insured parties and shall be with Companiescompanies, with deductibles and otherwise in form reasonably acceptable to Seller. Purchaser shall deliver to Seller a copy prior to commencing any of the certificate of insurance effectuating activities described in this Section 3.2, evidence reasonably satisfactory to Seller that the insurance required hereunder prior to the commencement of such activitiesis in full force and effect.
(g) Purchaser acknowledges and agrees shall have no right to review or inspect any of the Excluded Documents. "Excluded Documents" shall mean (a) internal memoranda, internal correspondence, internal analyses, internal documents or internal reports prepared by or for Seller in connection with the sale contemplated by this Agreement or in connection with its ownership or operation of the property, (b) communications between Seller or any affiliate and their attorneys or other agents or representatives, and (c) appraisals, assessments or other valuations of the Property in the possession of Seller.
Appears in 1 contract
Inspections and Access. Purchaser Buyer and its representatives shall be permitted to enter upon the Property at any reasonable time and from time during business hours upon forty-eight hours prior written notice to time Seller’s agent, Field S▇▇▇▇ via email (f▇▇▇▇▇@▇▇▇▇▇.▇▇▇) during the Due Diligence Period to examine, inspect and investigate the Property (collectively, the "Inspections") and, as part of such Inspections, make copies of and all books, records, drawings, drawings and other documentation relating thereto in Seller's possession’s possession (collectively, the “Inspections”), subject to the terms, conditions and limitations set forth in the following paragraphsprovisions of this Section 3.2. All of the Inspections shall be conducted at the expense of Buyer without contribution from Seller of any kind or amount.
(a) Purchaser Subject to the rights of tenants under the Leases, Buyer shall have a right to enter upon the Property for the purpose of conducting the Inspections and for no other purpose purpose, provided that in each such instance (i) Purchaser Buyer notifies Seller Seller’s agent of such the intended Inspections not less than 24 48 hours prior to such entry; (ii) such Inspections are subject to and scheduled with Seller's property manager, as availableField S▇▇▇▇ by electronic mail (f▇▇▇▇▇@▇▇▇▇▇.▇▇▇); and (iii) Purchaser Buyer is in full compliance with Section 3.2(e3.2(d) hereof. At Seller's ’s election, a representative of Seller's Seller shall be present during any entry by Purchaser Buyer or its representatives upon the Property for conducting said Inspections. Purchaser Buyer shall make take all necessary actions to insure that neither it nor any of its representatives shall unreasonably interfere with the ongoing operations occurring at the Property during the course of performing any such Inspections, including, without limitation, any activities of tenants. Purchaser Buyer shall not cause or permit any mechanic liens, materialmen's mechanics’ liens or other liens to be filed against the Property as a result of the Inspections. Notwithstanding anything set forth herein to the contrary, Buyer shall not be permitted to: (w) perform any Phase II environmental assessments or any other tests that require the physical alteration of the Property (including, without limitation, borings or samplings) without the prior written consent of Seller, which may be withheld by Seller in its sole discretion; (x) review any of the Excluded Documents; (y) interview any tenants, owners or other occupants of the Property; or (z) discuss employment opportunities with any employees of Seller or Property Manager. Promptly upon (i) receipt of the written request of Seller; or (ii) termination of this Agreement for any reason, Buyer shall deliver to Seller a complete copy of any written studies, reports, tests results or similar documents prepared by or on behalf of Buyer or its agents (collectively, the “Third Party Reports”).
(b) Purchaser Buyer shall have through the last day of until the Due Diligence Period Expiration Date in which to conduct its due diligence investigations and analysis of the Property and of all information pertaining to the Property, and, in Purchaser's sole discretion, Property to determine whether the Property, Property is acceptable to PurchaserBuyer. If during the Due Diligence Period, Purchaser becomes aware of Buyer so elects, for any problem reason or defect in the Property or other aspect of the Property with Purchaser determinesno reason, in Buyer may, as its sole and absolute discretionexclusive right and remedy, makes the Property unsuitable to Purchaser, Purchaser may terminate this Agreement by giving written notice of termination to Seller on or before the last day Due Diligence Expiration Date. If Buyer does not give such notice of termination on or before the Due Diligence Period. If Purchaser accepted the Property Expiration Date, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 3.2 and this Agreement shall continue in full force and effect. In the event of such termination, termination the ▇E▇▇▇▇▇▇ Money shall be returned to Purchaser Buyer and neither party shall have any further obligations to the other party hereunder, except for the Termination Surviving Obligations.
(c) Purchaser shall, at least thirty (30) days prior to the Closing Date, notify Seller in writing requesting termination of any or all of the Service Contracts, Purchaser shall be deemed to have accepted the assumption of the Service Contracts.
(d) Purchaser shall have the right to conduct, at its sole cost and expense, any inspections, studies or tests that Purchaser deems appropriate in determining the condition of the Property, provided, however, Purchaser is not permitted to perform any intrusive testing, including, without limitation, a phase II environmental assessment or boring, without the prior written consent of Seller. Immediately upon receipt of the written request of Seller, Purchaser shall deliver to Seller a complete copy of any environmental studies, reports, test results, analyses and similar documents (the "Environmental Reports") prepared by or on behalf of Purchaser or its agents.
(e) Purchaser Buyer agrees and covenants with Seller not to disclose to any third party (other than lenders, accountants, equity partners, attorneys and other professionals and consultantsconsultants working for Buyer in connection with the acquisition of the Property) without Seller's ’s prior written consent, unless Purchaser Buyer is obligated by law to make such disclosuredisclosure (in which case Buyer shall provide concurrent written notice of such mandatory disclosure to Seller), any of the reports or any other documentation or information obtained by Purchaser Buyer which related relates to the Property, the Property or Seller in any way, all of which shall be used by Purchaser Buyer and its agents solely in connection with the transaction transactions contemplated hereby.
(fd) Purchaser Buyer agrees to indemnify, defend and hold Seller and its members, managers, partners, trustees, beneficiaries, shareholders, managersdirectors, officers, advisors and other agents and their respective employeesemployees and affiliates (collectively, officers, directors and shareholders (the "“Indemnified Seller Parties"”) harmless from and against any and all claims, losses, damages, costs and expense (including, without limitation, attorneys fees' ’ and court costs) (collectively, “Claims”) suffered or incurred by any of the Indemnified Seller Parties as a result of or in connection with any activities of Purchaser Buyer (including activities of any of Purchaser's Buyer’s employees, consultants, contractors or other agents) conducted pursuant to or in violation of this Section 3.2 or otherwise, including, without limitation, mechanics' ’ liens, damage to the Property Property, and injury to persons or property resulting from such activities andactivities; provided, however, in no event shall Buyer have any obligation to indemnify any of the Indemnified Seller Parties with respect to Claims arising (x) as a result of Buyer’s mere discovery, without exacerbation, of an existing environmental or other condition on the Property; or (y) solely due to the negligence or intentional misconduct of any of the Indemnified Seller Parties. In connection therewithwith the foregoing indemnity, in the event that the Property is damaged, disturbed or altered in any way as a result of such activities, Purchaser Buyer shall promptly restore the Property to substantially the its condition existing prior to the commencement of such activities. Notwithstanding the foregoing, with respect to only the investigation of existing dry rot conditions affecting the Property, the parties agree that Purchaser shall only be required to repair areas damaged by destructive testing in dry rot areas performed by or at the direction of Purchaser. Purchaser shall not be required to repair any dry rot repair areas damaged by destructive testing ordered or required by any party other than Purchaser. The foregoing limitation on Purchaser's responsibilities only relates to the aforesaid investigation of the existing dry rot condition at the Property. Furthermore, Purchaser Buyer agrees to maintain and to cause any all of its representatives or agents conducting any inspections Inspections to maintain and have in effect workers; ’ compensation insurance, with statutory limits of coverage, and commercial general liability insurance with (i) appropriate coverages, (ii) waiver of subrogation, and (iii) limits of not less than One Three Million and 00/100 Dollars ($1,000,000.003,000,000.00) for personal injury, including bodily injury and death, and property damage. Such insurance shall name Seller, Heitman Capital Management Corporation Waterton Property Management, L.L.C., and ▇▇▇▇▇▇▇ Properties Ltd. Waterton Associates L.L.C. as additional insured parties and shall be with Companiescompanies, with deductibles and otherwise in form reasonably acceptable to Seller. Purchaser Buyer shall deliver to Seller a copy prior to commencing any of the certificate of insurance effectuating activities described in this Section 3.2, evidence reasonably satisfactory to Seller that the insurance required hereunder prior to the commencement of such activitiesis in full force and effect.
(g) Purchaser acknowledges and agrees shall have no right to review or inspect any of the Excluded Documents. "Excluded Documents" shall mean (a) internal memoranda, internal correspondence, internal analyses, internal documents or internal reports prepared by or for Seller in connection with the sale contemplated by this Agreement or in connection with its ownership or operation of the property, (b) communications between Seller or any affiliate and their attorneys or other agents or representatives, and (c) appraisals, assessments or other valuations of the Property in the possession of Seller.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)
Inspections and Access. Purchaser and its representatives shall be permitted to enter upon the Property at At any reasonable time and from time to time during prior to the close of business January __, 2009 (the “Due Diligence Period Period”) or earlier termination of this Agreement, Purchaser and its representatives shall be permitted (i) to enter upon the Properties or Leased Properties to examine, inspect and investigate the Property same, and (collectively, the "Inspections"ii) and, as part of such Inspections, make copies of to access all books, records, drawings, drawings and other documentation relating thereto in Seller's possession, subject to the terms, conditions and limitations set forth Properties or the Leased Properties in the following paragraphs.
possession or control of Seller (acollectively, the “Inspections”). Purchaser agrees to use commercially reasonable efforts to (1) Purchaser shall have a right to enter upon the Property for keep the purpose of conducting the Inspections and for no other purpose provided that in each such instance (i) Purchaser notifies Seller of such Inspections not less than 24 hours prior to such entry; (ii) such Inspections are subject to and scheduled with Seller's property manager, as available; confidential and (iii2) Purchaser is in full compliance with Section 3.2(e) hereof. At Seller's election, a representative not disclose the existence of or terms of this Agreement to any of Seller's shall be present during any entry by Purchaser or its representatives upon the Property for conducting said Inspections. Purchaser shall make all necessary actions to insure that neither it nor any of its representatives shall unreasonably interfere with the ongoing operations occurring ’s personnel located at the Property during retail operations at the course of performing any such Inspections. Purchaser shall not cause Properties or permit any mechanic liens, materialmen's liens or other liens to be filed against the Property as a result of the Inspections.
(b) Purchaser shall have through the last day of the Due Diligence Period in which to conduct its due diligence investigations and analysis of the Property and of all information pertaining to the Property, and, in Purchaser's sole discretion, to determine whether the Property, is acceptable to Purchaser. If during the Due Diligence Period, Purchaser becomes aware of any problem or defect in the Property or other aspect of the Property with Purchaser determines, in its sole and absolute discretion, makes the Property unsuitable to Purchaser, Purchaser may terminate this Agreement by giving written notice of termination to Seller on or before the last day of the Due Diligence Period. If Purchaser accepted the Property and this Agreement shall continue in full force and effect. In the event of such termination, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party hereunder, except for the Surviving Obligations.
(c) Purchaser shall, at least thirty (30) days prior to the Closing Date, notify Seller in writing requesting termination of any or all of the Service Contracts, Purchaser shall be deemed to have accepted the assumption of the Service Contracts.
(d) Purchaser shall have the right to conduct, at its sole cost and expense, any inspections, studies or tests that Purchaser deems appropriate in determining the condition of the Property, Leased Properties; provided, however, that the foregoing shall not prohibit any disclosure required pursuant to any federal or state law or regulation or by governmental authorities. Seller shall cooperate with Purchaser is not permitted to perform any intrusive testingin conducting the Inspections, includingwhich cooperation shall include, without limitationlimitation facilitating interviews with Leased Property landlords. Seller agrees to respond promptly to any inquiry which Purchaser may make from time to time, a phase II environmental assessment or boring, without and shall instruct its property manager and other agents and employees to give specific answers to Purchaser’s inquiries from time to time relating to the prior written consent of Seller. Immediately upon receipt condition and operation of the written request Properties. Notwithstanding any other provision of Sellerthis Agreement, Purchaser no Inspections shall deliver to Seller constitute a complete copy of any environmental studies, reports, test results, analyses and similar documents (waiver or relinquishment on the "Environmental Reports") prepared by or on behalf part of Purchaser of its rights under any covenant, condition, representation, or its agents.
(e) Purchaser agrees and covenants with warranty of Seller not to disclose to any third party (other than lenders, accountants, attorneys and other professionals and consultants) without Seller's prior written consent, unless Purchaser is obligated by law to make such disclosure, any of the reports or any other documentation or information obtained by Purchaser which related to the Property or Seller in any way, all of which shall be used by Purchaser and its agents solely in connection with the transaction contemplated hereby.
(f) under this Agreement. Purchaser agrees to indemnify, defend and hold Seller and its partners, trustees, beneficiaries, shareholders, managers, advisors and other agents and their respective employees, officers, directors and shareholders (the "Indemnified Parties") harmless from and against any and all claims, losses, damages, costs and expense (including, without limitation, attorneys fees' and court costs) losses or damages suffered or incurred by Seller to the extent directly resulting from Purchaser’s or its agents’ negligence or willful misconduct in connection with the Inspections, and Purchaser agrees to restore any of Property damaged by the Indemnified Parties Inspections to its condition prior to Purchaser’s Inspections to the extent practicable; provided, however, that Purchaser’s foregoing obligations shall specifically exclude any damages arising as a result of or in connection with any activities of Purchaser (including activities Purchaser’s discovery of any condition existing on the Property prior to Purchaser’s entry on the Property. The provisions of Purchaser's employees, consultants, contractors or other agents) conducted pursuant to the immediately preceding sentence of this Section 3.2 or otherwiseshall survive termination of this Agreement for three hundred sixty five (365) days, including, without limitation, mechanics' liens, damage to the Property and injury to persons or property resulting from such activities and, in connection therewith, in the event that the Property is disturbed or altered in any way as a result of such activities, Purchaser shall promptly restore the Property to substantially the condition existing prior to the commencement of such activities. Notwithstanding the foregoing, with respect to only the investigation of existing dry rot conditions affecting the Property, the parties agree that Purchaser shall only be required to repair areas damaged by destructive testing in dry rot areas performed by or at the direction of Purchaser. Purchaser shall not be required to repair any dry rot repair areas damaged by destructive testing ordered or required by any party other than Purchaser. The foregoing limitation on Purchaser's responsibilities only relates to the aforesaid investigation of the existing dry rot condition at the Property. Furthermore, Purchaser agrees to maintain and cause any of its representatives or agents conducting any inspections to maintain and have in effect workers; compensation insurance, with statutory limits of coverage, and commercial general liability insurance with (i) appropriate coverages, (ii) waiver of subrogation, and (iii) limits of not less than One Million and 00/100 ($1,000,000.00) for personal injury, including bodily injury and death, and property damage. Such insurance shall name Seller, Heitman Capital Management Corporation and ▇▇▇▇▇▇▇ Properties Ltd. as additional insured parties and if this Agreement shall be with Companies, with deductibles and otherwise in form reasonably acceptable to Seller. Purchaser shall deliver to Seller a copy of the certificate of insurance effectuating the insurance required hereunder prior to the commencement of such activitiesterminated.
(g) Purchaser acknowledges and agrees shall have no right to review or inspect any of the Excluded Documents. "Excluded Documents" shall mean (a) internal memoranda, internal correspondence, internal analyses, internal documents or internal reports prepared by or for Seller in connection with the sale contemplated by this Agreement or in connection with its ownership or operation of the property, (b) communications between Seller or any affiliate and their attorneys or other agents or representatives, and (c) appraisals, assessments or other valuations of the Property in the possession of Seller.
Appears in 1 contract
Sources: Purchase Agreement (Rex Stores Corp)
Inspections and Access. Purchaser and its representatives shall be permitted to enter upon the Property at any reasonable time and from time to time during the Due Diligence Period to examine, inspect and investigate the Property (collectively, the "Inspections") and, as part of such Inspections, make copies of and all books, records, drawings, and other documentation relating thereto in Seller's possession, subject to the terms, conditions and limitations set forth in the following paragraphs.
(a) Purchaser shall have a right to enter upon the Property for the purpose of conducting the Inspections and for no other purpose provided that in each such instance (i) Purchaser notifies Seller of such Inspections not less than 24 48 hours prior to such entry; (ii) such Inspections are subject to and scheduled with Seller's property manager, as available; and (iii) Purchaser is in full compliance with Section 3.2(e3.2(f) hereof. At Seller's election, a representative of Seller's Seller shall be present during any entry by Purchaser or its representatives upon the Property for conducting said Inspections. Purchaser shall make take all necessary actions to insure that neither it nor any of its representatives shall unreasonably interfere with the ongoing operations occurring at the Property during the course of performing any such Inspections. Purchaser shall not cause or permit any mechanic liens, materialmen's liens or other liens to be filed against the Property as a result of the Inspections.
(b) Purchaser shall have through the last day of the Due Diligence Period in which to conduct its due diligence investigations and analysis of the Property and of all information pertaining to the Property, and, in Purchaser's sole discretion, to determine whether the Property, Property is acceptable to Purchaser. If during the Due Diligence Period, Purchaser becomes aware of any problem or defect in the Property or other aspect of the Property with which Purchaser determines, in its sole and absolute discretion, determines makes the Property unsuitable to Purchaser, Purchaser may terminate this Agreement by giving written notice of termination to Seller on or before the last day of the Due Diligence Period. If Purchaser does not timely give notice of termination as aforesaid, Purchaser shall be deemed to have accepted the Property and this Agreement shall continue in full force and effect. In the event of such termination, the Earn▇▇▇ ▇▇▇▇▇▇▇ Money ey shall be returned to Purchaser and neither party shall have any further obligations to the other party hereunder, except for the Surviving Obligations.
(c) Purchaser shall, as soon as reasonably practicable and, in any event, at least thirty five (305) days prior to the Closing Date, notify Seller in writing requesting termination of any or all of the Service ContractsContracts that Purchaser desires to have terminated. Seller shall give any required notice of termination as soon as reasonably practicable after receipt of Purchaser's notice requesting same. Notwithstanding the foregoing, Purchaser acknowledges and agrees that any such termination by Seller (i) may be conditioned on the completion of the Closing, and (ii) shall be deemed to have accepted effective only after expiration of any notice or grace period specified by the assumption terns of the applicable Service Contracts. Any Service Contracts not effectively terminated as of the Closing Date shall be assumed by Purchaser.
(d) Purchaser shall have the right to conduct, at its sole cost and expense, any inspections, studies or tests that Purchaser deems appropriate in determining the condition of the Property, provided, however, Purchaser is not permitted to perform any intrusive testing, including, without limitation, a phase Phase II environmental assessment or boringborings, without the prior written consent of Seller. Immediately upon receipt of the written request of Seller, Purchaser shall deliver to Seller a complete copy of any environmental studies, reports, test results, analyses and similar documents (the "Environmental Reports") prepared by or on behalf of Purchaser or its agents.
(e) Purchaser agrees and covenants with Seller not to disclose to any third party (other than lenders, accountants, attorneys and other professionals and consultants) without Seller's prior written consent, unless Purchaser is obligated by law to make such disclosure, any of the reports or any other documentation or information obtained by Purchaser which related to the Property or Seller in any way, all of which shall be used by Purchaser and its agents solely in connection with the transaction contemplated hereby.
(f) Purchaser agrees to indemnify, defend and hold Seller and its partners, trustees, beneficiaries, shareholders, managers, advisors and other agents and their respective employees, officers, directors and shareholders (the "Indemnified Parties") harmless from and against any and all claims, losses, damages, costs and expense (including, without limitation, attorneys fees' and court costs) suffered or incurred by any of the Indemnified Parties as a result of or in connection with any activities of Purchaser (including activities of any of Purchaser's employees, consultants, contractors or other agents) conducted pursuant to this Section 3.2 or otherwise, including, without limitation, mechanics' liens, damage to the Property and injury to persons or property resulting from such activities and, in connection therewith, in the event that the Property is disturbed or altered in any way as a result of such activities, Purchaser shall promptly restore the Property to substantially the condition existing prior to the commencement of such activities. Notwithstanding the foregoing, with respect to only the investigation of existing dry rot conditions affecting the Property, the parties agree that Purchaser shall only be required to repair areas damaged by destructive testing in dry rot areas performed by or at the direction of Purchaser. Purchaser shall not be required to repair any dry rot repair areas damaged by destructive testing ordered or required by any party other than Purchaser. The foregoing limitation on Purchaser's responsibilities only relates to the aforesaid investigation of the existing dry rot condition at the Property. Furthermore, Purchaser agrees to maintain and cause any of its representatives or agents conducting any inspections to maintain and have in effect workers; compensation insurance, with statutory limits of coverage, and commercial general liability insurance with (i) appropriate coverages, (ii) waiver of subrogation, and (iii) limits of not less than One Million and 00/100 ($1,000,000.00) for personal injury, including bodily injury and death, and property damage. Such insurance shall name Seller, Heitman Capital Management Corporation and ▇▇▇▇▇▇▇ Properties Ltd. as additional insured parties and shall be with Companies, with deductibles and otherwise in form reasonably acceptable to Seller. Purchaser shall deliver to Seller a copy of the certificate of insurance effectuating the insurance required hereunder prior to the commencement of such activities.
(g) Purchaser acknowledges and agrees shall have no right to review or inspect any of the Excluded Documents. "Excluded Documents" shall mean (a) internal memoranda, internal correspondence, internal analyses, internal documents or internal reports prepared by or for Seller in connection with the sale contemplated by this Agreement or in connection with its ownership or operation of the property, (b) communications between Seller or any affiliate and their attorneys or other agents or representatives, and (c) appraisals, assessments or other valuations of the Property in the possession of Seller.prior
Appears in 1 contract
Sources: Purchase Agreement (Inland Monthly Income Fund Iii Inc)
Inspections and Access. Purchaser and its representatives shall be permitted to enter upon the Property at (a) At any reasonable time and from time to time during prior to the Due Diligence Period Closing or earlier termination of this Agreement, Purchaser and its representatives shall be permitted (i) to enter upon the Real Property to examine, inspect and investigate the Property Real Property, and (collectively, the "Inspections"ii) and, as part of such Inspections, make copies of to access all books, records, drawings, drawings and other documentation relating thereto in Seller's possession, subject to the terms, conditions and limitations set forth Properties in the following paragraphs.
possession or control of Seller (acollectively, the “Inspections”). Purchaser agrees to use commercially reasonable efforts to (1) Purchaser shall have a right to enter upon the Property for keep the purpose of the Inspections confidential and (2) not disclose the existence of or terms of this Agreement to any of Seller’s personnel located at the retail operations at the Real Property; provided, however, that the foregoing shall not prohibit any disclosure required pursuant to any federal or state law or regulation or by governmental authorities. Seller shall cooperate with Purchaser in conducting the Inspections Inspections, which cooperation shall include, without limitation facilitating interviews with Space Lease Tenants. Seller agrees to respond promptly to any inquiry which Purchaser may make from time to time, and for no shall instruct its property manager and other purpose provided that in each such instance (i) Purchaser notifies Seller of such Inspections not less than 24 hours prior agents and employees to such entry; (ii) such Inspections are subject give specific answers to Purchaser’s inquiries from time to time relating to the condition and scheduled with Seller's property manager, as available; and (iii) Purchaser is in full compliance with Section 3.2(e) hereof. At Seller's election, a representative of Seller's shall be present during any entry by Purchaser or its representatives upon the Property for conducting said Inspections. Purchaser shall make all necessary actions to insure that neither it nor any of its representatives shall unreasonably interfere with the ongoing operations occurring at the Property during the course of performing any such Inspections. Purchaser shall not cause or permit any mechanic liens, materialmen's liens or other liens to be filed against the Property as a result operation of the InspectionsProperties.
(b) Notwithstanding any other provision of this Agreement, no Inspections shall constitute a waiver or relinquishment on the part of Purchaser shall have through the last day of the Due Diligence Period in which to conduct its due diligence investigations and analysis rights under any covenant, condition, representation, or warranty of the Property and of all information pertaining to the Property, and, in Purchaser's sole discretion, to determine whether the Property, is acceptable to Purchaser. If during the Due Diligence Period, Purchaser becomes aware of any problem or defect in the Property or other aspect of the Property with Purchaser determines, in its sole and absolute discretion, makes the Property unsuitable to Purchaser, Purchaser may terminate Seller under this Agreement by giving written notice of termination to Seller on or before the last day of the Due Diligence Period. If Purchaser accepted the Property and this Agreement shall continue in full force and effect. In the event of such termination, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party hereunder, except for the Surviving ObligationsAgreement.
(c) Purchaser shall, at least thirty (30) days prior to the Closing Date, notify Seller in writing requesting termination of any or all of the Service Contracts, Purchaser shall be deemed to have accepted the assumption of the Service Contracts.
(d) Purchaser shall have the right to conduct, at its sole cost and expense, any inspections, studies or tests that Purchaser deems appropriate in determining the condition of the Property, provided, however, Purchaser is not permitted to perform any intrusive testing, including, without limitation, a phase II environmental assessment or boring, without the prior written consent of Seller. Immediately upon receipt of the written request of Seller, Purchaser shall deliver to Seller a complete copy of any environmental studies, reports, test results, analyses and similar documents (the "Environmental Reports") prepared by or on behalf of Purchaser or its agents.
(e) Purchaser agrees and covenants with Seller not to disclose to any third party (other than lenders, accountants, attorneys and other professionals and consultants) without Seller's prior written consent, unless Purchaser is obligated by law to make such disclosure, any of the reports or any other documentation or information obtained by Purchaser which related to the Property or Seller in any way, all of which shall be used by Purchaser and its agents solely in connection with the transaction contemplated hereby.
(f) Purchaser agrees to indemnify, defend and hold Seller and its partners, trustees, beneficiaries, shareholders, managers, advisors and other agents and their respective employees, officers, directors and shareholders (the "Indemnified Parties") harmless from and against any and all claims, losses, damages, costs and expense (including, without limitation, attorneys fees' and court costs) losses or damages suffered or incurred by Seller to the extent directly resulting from Purchaser’s or its agents' negligence or willful misconduct in connection with the Inspections, and Purchaser agrees to restore any of Property damaged by the Indemnified Parties Inspections to its condition prior to Purchaser’s Inspections to the extent practicable; provided, however, that Purchaser’s foregoing obligations shall specifically exclude any damages arising as a result of or in connection with any activities of Purchaser (including activities Purchaser’s discovery of any of Purchaser's employees, consultants, contractors or other agents) conducted pursuant to this Section 3.2 or otherwise, including, without limitation, mechanics' liens, damage to condition existing on the Property and injury to persons or property resulting from such activities and, in connection therewith, in the event that the Property is disturbed or altered in any way as a result of such activities, Purchaser shall promptly restore the Property to substantially the condition existing prior to the commencement of such activities. Notwithstanding the foregoing, with respect to only the investigation of existing dry rot conditions affecting the Property, the parties agree that Purchaser shall only be required to repair areas damaged by destructive testing in dry rot areas performed by or at the direction of Purchaser. Purchaser shall not be required to repair any dry rot repair areas damaged by destructive testing ordered or required by any party other than Purchaser. The foregoing limitation ’s entry on Purchaser's responsibilities only relates to the aforesaid investigation of the existing dry rot condition at the Property. FurthermoreThe provisions of the immediately preceding sentence of this Section 3.2(c) shall survive termination of this Agreement for three hundred sixty five (365) days, Purchaser agrees to maintain and cause any of its representatives or agents conducting any inspections to maintain and have in effect workers; compensation insurance, with statutory limits of coverage, and commercial general liability insurance with (i) appropriate coverages, (ii) waiver of subrogation, and (iii) limits of not less than One Million and 00/100 ($1,000,000.00) for personal injury, including bodily injury and death, and property damage. Such insurance shall name Seller, Heitman Capital Management Corporation and ▇▇▇▇▇▇▇ Properties Ltd. as additional insured parties and if this Agreement shall be with Companies, with deductibles and otherwise in form reasonably acceptable to Seller. Purchaser shall deliver to Seller a copy of the certificate of insurance effectuating the insurance required hereunder prior to the commencement of such activitiesterminated.
(g) Purchaser acknowledges and agrees shall have no right to review or inspect any of the Excluded Documents. "Excluded Documents" shall mean (a) internal memoranda, internal correspondence, internal analyses, internal documents or internal reports prepared by or for Seller in connection with the sale contemplated by this Agreement or in connection with its ownership or operation of the property, (b) communications between Seller or any affiliate and their attorneys or other agents or representatives, and (c) appraisals, assessments or other valuations of the Property in the possession of Seller.
Appears in 1 contract
Inspections and Access. Purchaser Buyer and its representatives shall be permitted to enter upon the Property at any reasonable time and from time during business hours upon forty-eight hours prior written notice to time Seller’s agent, Field ▇▇▇▇▇ via email (▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇) during the Due Diligence Period to examine, inspect and investigate the Property (collectively, the "Inspections") and, as part of such Inspections, make copies of and all books, records, drawings, drawings and other documentation relating thereto in Seller's possession’s possession (collectively, the “Inspections”), subject to the terms, conditions and limitations set forth in the following paragraphsprovisions of this Section 3.2. All of the Inspections shall be conducted at the expense of Buyer without contribution from Seller of any kind or amount.
(a) Purchaser Subject to the rights of tenants under the Leases, Buyer shall have a right to enter upon the Property for the purpose of conducting the Inspections and for no other purpose purpose, provided that in each such instance (i) Purchaser Buyer notifies Seller Seller’s agent of such the intended Inspections not less than 24 48 hours prior to such entry; (ii) such Inspections are subject to and scheduled with Seller's property manager, as availableField ▇▇▇▇▇ by electronic mail (▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇); and (iii) Purchaser Buyer is in full compliance with Section 3.2(e3.2(d) hereof. At Seller's ’s election, a representative of Seller's Seller shall be present during any entry by Purchaser Buyer or its representatives upon the Property for conducting said Inspections. Purchaser Buyer shall make take all necessary actions to insure that neither it nor any of its representatives shall unreasonably interfere with the ongoing operations occurring at the Property during the course of performing any such Inspections, including, without limitation, any activities of tenants. Purchaser Buyer shall not cause or permit any mechanic liens, materialmen's mechanics’ liens or other liens to be filed against the Property as a result of the Inspections. Notwithstanding anything set forth herein to the contrary, Buyer shall not be permitted to: (w) perform any Phase II environmental assessments or any other tests that require the physical alteration of the Property (including, without limitation, borings or samplings) without the prior written consent of Seller, which may be withheld by Seller in its sole discretion; (x) review any of the Excluded Documents; (y) interview any tenants, owners or other occupants of the Property; or (z) discuss employment opportunities with any employees of Seller or Property Manager. Promptly upon (i) receipt of the written request of Seller; or (ii) termination of this Agreement for any reason, Buyer shall deliver to Seller a complete copy of any written studies, reports, tests results or similar documents prepared by or on behalf of Buyer or its agents (collectively, the “Third Party Reports”).
(b) Purchaser Buyer shall have through the last day of until the Due Diligence Period Expiration Date in which to conduct its due diligence investigations and analysis of the Property and of all information pertaining to the Property, and, in Purchaser's sole discretion, Property to determine whether the Property, Property is acceptable to PurchaserBuyer. If during the Due Diligence Period, Purchaser becomes aware of Buyer so elects, for any problem reason or defect in the Property or other aspect of the Property with Purchaser determinesno reason, in Buyer may, as its sole and absolute discretionexclusive right and remedy, makes the Property unsuitable to Purchaser, Purchaser may terminate this Agreement by giving written notice of termination to Seller on or before the last day Due Diligence Expiration Date. If Buyer does not give such notice of termination on or before the Due Diligence Period. If Purchaser accepted the Property Expiration Date, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 3.2 and this Agreement shall continue in full force and effect. In the event of such termination, termination the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser Buyer and neither party shall have any further obligations to the other party hereunder, except for the Termination Surviving Obligations.
(c) Purchaser shall, at least thirty (30) days prior to the Closing Date, notify Seller in writing requesting termination of any or all of the Service Contracts, Purchaser shall be deemed to have accepted the assumption of the Service Contracts.
(d) Purchaser shall have the right to conduct, at its sole cost and expense, any inspections, studies or tests that Purchaser deems appropriate in determining the condition of the Property, provided, however, Purchaser is not permitted to perform any intrusive testing, including, without limitation, a phase II environmental assessment or boring, without the prior written consent of Seller. Immediately upon receipt of the written request of Seller, Purchaser shall deliver to Seller a complete copy of any environmental studies, reports, test results, analyses and similar documents (the "Environmental Reports") prepared by or on behalf of Purchaser or its agents.
(e) Purchaser Buyer agrees and covenants with Seller not to disclose to any third party (other than lenders, accountants, equity partners, attorneys and other professionals and consultantsconsultants working for Buyer in connection with the acquisition of the Property) without Seller's ’s prior written consent, unless Purchaser Buyer is obligated by law to make such disclosuredisclosure (in which case Buyer shall provide concurrent written notice of such mandatory disclosure to Seller), any of the reports or any other documentation or information obtained by Purchaser Buyer which related relates to the Property, the Property or Seller in any way, all of which shall be used by Purchaser Buyer and its agents solely in connection with the transaction transactions contemplated hereby.
(fd) Purchaser Buyer agrees to indemnify, defend and hold Seller and its members, managers, partners, trustees, beneficiaries, shareholders, managersdirectors, officers, advisors and other agents and their respective employeesemployees and affiliates (collectively, officers, directors and shareholders (the "“Indemnified Seller Parties"”) harmless from and against any and all claims, losses, damages, costs and expense (including, without limitation, attorneys fees' ’ and court costs) (collectively, “Claims”) suffered or incurred by any of the Indemnified Seller Parties as a result of or in connection with any activities of Purchaser Buyer (including activities of any of Purchaser's Buyer’s employees, consultants, contractors or other agents) conducted pursuant to or in violation of this Section 3.2 or otherwise, including, without limitation, mechanics' ’ liens, damage to the Property Property, and injury to persons or property resulting from such activities andactivities; provided, however, in no event shall Buyer have any obligation to indemnify any of the Indemnified Seller Parties with respect to Claims arising (x) as a result of Buyer’s mere discovery, without exacerbation, of an existing environmental or other condition on the Property; or (y) solely due to the negligence or intentional misconduct of any of the Indemnified Seller Parties. In connection therewithwith the foregoing indemnity, in the event that the Property is damaged, disturbed or altered in any way as a result of such activities, Purchaser Buyer shall promptly restore the Property to substantially the its condition existing prior to the commencement of such activities. Notwithstanding the foregoing, with respect to only the investigation of existing dry rot conditions affecting the Property, the parties agree that Purchaser shall only be required to repair areas damaged by destructive testing in dry rot areas performed by or at the direction of Purchaser. Purchaser shall not be required to repair any dry rot repair areas damaged by destructive testing ordered or required by any party other than Purchaser. The foregoing limitation on Purchaser's responsibilities only relates to the aforesaid investigation of the existing dry rot condition at the Property. Furthermore, Purchaser Buyer agrees to maintain and to cause any all of its representatives or agents conducting any inspections Inspections to maintain and have in effect workers; ’ compensation insurance, with statutory limits of coverage, and commercial general liability insurance with (i) appropriate coverages, (ii) waiver of subrogation, and (iii) limits of not less than One Three Million and 00/100 Dollars ($1,000,000.003,000,000.00) for personal injury, including bodily injury and death, and property damage. Such insurance shall name Seller, Heitman Capital Management Corporation Waterton Property Management, L.L.C., and ▇▇▇▇▇▇▇ Properties Ltd. Waterton Associates L.L.C. as additional insured parties and shall be with Companiescompanies, with deductibles and otherwise in form reasonably acceptable to Seller. Purchaser Buyer shall deliver to Seller a copy prior to commencing any of the certificate of insurance effectuating activities described in this Section 3.2, evidence reasonably satisfactory to Seller that the insurance required hereunder prior to the commencement of such activitiesis in full force and effect.
(g) Purchaser acknowledges and agrees shall have no right to review or inspect any of the Excluded Documents. "Excluded Documents" shall mean (a) internal memoranda, internal correspondence, internal analyses, internal documents or internal reports prepared by or for Seller in connection with the sale contemplated by this Agreement or in connection with its ownership or operation of the property, (b) communications between Seller or any affiliate and their attorneys or other agents or representatives, and (c) appraisals, assessments or other valuations of the Property in the possession of Seller.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Inspections and Access. Purchaser Buyer and its representatives shall be permitted to enter upon the Real Property at any reasonable time and from time during business hours upon forty-eight (48) hours’ prior written notice to time Seller’s agent, Field S▇▇▇▇ via email (f▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇) during the Due Diligence Period to examine, inspect and investigate the Real Property (collectively, and the "Inspections") and, as part of such Inspections, make copies of Personal Property and all books, records, drawings, drawings and other documentation relating thereto in Seller's possession’s possession (collectively, the “Inspections”), subject to the terms, conditions and limitations set forth in the following paragraphsprovisions of this Section 3.2. All of the Inspections shall be conducted at the expense of Buyer without contribution from Seller of any kind or amount.
(a) Purchaser Subject to the rights of tenants of the Real Property, Buyer shall have a right to enter upon the Real Property for the purpose of conducting the Inspections and for no other purpose purpose, provided that in each such instance (i) Purchaser Buyer notifies Seller Seller’s agent of such the intended Inspections not less than 24 48 hours prior to such entry; (ii) such Inspections are subject to and scheduled with Seller's property manager, as availableField S▇▇▇▇ by electronic mail (f▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇); and (iii) Purchaser Buyer is in full compliance with Section 3.2(e3.2(d) hereof. At Seller's ’s election, a representative of Seller's Seller shall be present during any entry by Purchaser Buyer or its representatives upon onto the Real Property for conducting said Inspections. Purchaser Buyer shall make take all necessary actions to insure that neither it nor any of its representatives shall unreasonably interfere with the ongoing operations occurring at the Real Property during the course of performing any such Inspections, including, without limitation, any activities of tenants or other occupants. Purchaser Buyer shall not cause or permit any mechanic liens, materialmen's mechanics’ liens or other liens to be filed against the Real Property or the Property as a result of the Inspections. Notwithstanding anything set forth herein to the contrary, Buyer shall not be permitted to: (w) perform any Phase II environmental assessments or any other tests that require the physical alteration of the Real Property (including, without limitation, borings or samplings) without the prior written consent of Seller, which may be withheld by Seller in its sole discretion; (x) review any of the Excluded Documents; (y) interview any tenants, owners or other occupants of the Real Property; or (z) discuss employment opportunities with any employees of Seller or Property Manager. Promptly upon (i) receipt of the written request of Seller; or (ii) termination of this Agreement for any reason, Buyer shall deliver to Seller a complete copy of any written studies, reports, tests results or similar documents prepared by or on behalf of Buyer or its agents (collectively, the “Third Party Reports”); provided that same shall be delivered without representation or warranty of any kind, express or implied, Seller acknowledging and agreeing that (A) same were prepared by unaffiliated third parties, and (B) that Seller shall not be entitled to rely upon such Third Party Reports without the express written consent of the third party that prepared same, which Seller may obtain at its sole cost and expense.
(b) Purchaser Buyer shall have through the last day of until the Due Diligence Period Expiration Date in which to conduct its due diligence investigations and analysis of the Real Property and the Property and of all information pertaining to the Property, and, in Purchaser's sole discretion, Real Property and the Property to determine whether the Property, Real Property and the Property is acceptable to PurchaserBuyer. If during the Due Diligence Period, Purchaser becomes aware of Buyer so elects, for any problem reason or defect in the Property or other aspect of the Property with Purchaser determinesno reason, in Buyer may, as its sole and absolute discretionexclusive right and remedy, makes the Property unsuitable to Purchaser, Purchaser may terminate this Agreement by giving written notice of termination to Seller on or before the last day Due Diligence Expiration Date. If Buyer does not give such notice of termination on or before the Due Diligence Period. If Purchaser accepted the Property and this Agreement shall continue in full force and effect. In the event of such termination, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party hereunder, except for the Surviving Obligations.
(c) Purchaser shall, at least thirty (30) days prior to the Closing Expiration Date, notify Seller in writing requesting termination of any or all of the Service Contracts, Purchaser Buyer shall be deemed to have accepted the assumption of the Service Contracts.
(d) Purchaser shall have the waived its right to conduct, at its sole cost and expense, any inspections, studies or tests that Purchaser deems appropriate in determining the condition of the Property, provided, however, Purchaser is not permitted to perform any intrusive testing, including, without limitation, a phase II environmental assessment or boring, without the prior written consent of Seller. Immediately upon receipt of the written request of Seller, Purchaser shall deliver to Seller a complete copy of any environmental studies, reports, test results, analyses and similar documents (the "Environmental Reports") prepared by or on behalf of Purchaser or its agents.
(e) Purchaser agrees and covenants with Seller not to disclose to any third party (other than lenders, accountants, attorneys and other professionals and consultants) without Seller's prior written consent, unless Purchaser is obligated by law to make such disclosure, any of the reports or any other documentation or information obtained by Purchaser which related to the Property or Seller in any way, all of which shall be used by Purchaser and its agents solely in connection with the transaction contemplated hereby.
(f) Purchaser agrees to indemnify, defend and hold Seller and its partners, trustees, beneficiaries, shareholders, managers, advisors and other agents and their respective employees, officers, directors and shareholders (the "Indemnified Parties") harmless from and against any and all claims, losses, damages, costs and expense (including, without limitation, attorneys fees' and court costs) suffered or incurred by any of the Indemnified Parties as a result of or in connection with any activities of Purchaser (including activities of any of Purchaser's employees, consultants, contractors or other agents) conducted terminate this Agreement pursuant to this Section 3.2 or otherwise, including, without limitation, mechanics' liens, damage to the Property and injury to persons or property resulting from such activities and, in connection therewith, in the event that the Property is disturbed or altered in any way as a result of such activities, Purchaser shall promptly restore the Property to substantially the condition existing prior to the commencement of such activities. Notwithstanding the foregoing, with respect to only the investigation of existing dry rot conditions affecting the Property, the parties agree that Purchaser shall only be required to repair areas damaged by destructive testing in dry rot areas performed by or at the direction of Purchaser. Purchaser shall not be required to repair any dry rot repair areas damaged by destructive testing ordered or required by any party other than Purchaser. The foregoing limitation on Purchaser's responsibilities only relates to the aforesaid investigation of the existing dry rot condition at the Property. Furthermore, Purchaser agrees to maintain and cause any of its representatives or agents conducting any inspections to maintain and have in effect workers; compensation insurance, with statutory limits of coverage, and commercial general liability insurance with (i) appropriate coverages, (ii) waiver of subrogation, and (iii) limits of not less than One Million and 00/100 ($1,000,000.00) for personal injury, including bodily injury and death, and property damage. Such insurance shall name Seller, Heitman Capital Management Corporation and ▇▇▇▇▇▇▇ Properties Ltd. as additional insured parties and shall be with Companies, with deductibles and otherwise in form reasonably acceptable to Seller. Purchaser shall deliver to Seller a copy of the certificate of insurance effectuating the insurance required hereunder prior to the commencement of such activities.
(g) Purchaser acknowledges and agrees shall have no right to review or inspect any of the Excluded Documents. "Excluded Documents" shall mean (a) internal memoranda, internal correspondence, internal analyses, internal documents or internal reports prepared by or for Seller in connection with the sale contemplated by this Agreement or in connection with its ownership or operation of the property, (b) communications between Seller or any affiliate and their attorneys or other agents or representatives, and (c) appraisals, assessments or other valuations of the Property in the possession of Seller.this
Appears in 1 contract
Sources: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)
Inspections and Access. Purchaser (a) Seller hereby grants a license to Purchaser, its employees, consultants, contractors and its representatives shall be permitted other agents to enter upon the Property at any reasonable time to conduct examinations, inspections and from time to time during the Due Diligence Period to examine, inspect and investigate investigations the Property (collectively, the "Inspections") and, as part of such Inspections, make copies of and all books, records, drawings, and other documentation relating thereto in Seller's possessionlocated at the Property (collectively, the "Inspections"), subject to (1) the rights of all tenants of the Property, (2) the terms, conditions and limitations set forth in this Agreement, and (3) the following paragraphs.
terms and conditions of the Confidentiality Agreement. Without limiting the preceding sentence, Purchaser acknowledges that (aA) Tenant has the right to at least five (5) business days' prior written notice of entry upon the Property, (B) Tenant may require any persons desiring access to the Property to submit to such reasonable inspection and security procedures as Tenant regularly employs in its ordinary business operations at the Property, and (C) certain areas of the Property may be subject to access restrictions imposed by the government of the United States and Purchaser agrees to abide by any such restrictions identified in this sentence. Purchaser shall have a right to enter upon the Property pursuant to the license granted hereby for the purpose of conducting the Inspections and for no other purpose purpose, and provided that in each such instance instance: (ix) Purchaser notifies Seller of such Inspections not less than 24 hours six (6) business days prior to such entry; (ii) entry or such Inspections are subject to and otherwise scheduled with Seller's property manager, as availableand approved by Seller and Tenant; and (iiiy) Purchaser is in full compliance with Section 3.2(e) hereofall of the terms of this Agreement. At Seller's election, a representative of Seller's shall Seller may be present during any entry by Purchaser or its representatives upon the Property for conducting said Inspections. Purchaser shall make take all necessary actions to insure ensure that neither it nor any of its representatives shall unreasonably interfere with any tenants or occupants or the ongoing operations occurring at the Property during the course of performing any such Inspections. Purchaser shall not cause or permit any mechanic mechanics' liens, materialmen's materialmens' liens or other liens to be filed against the Property as a result of the Inspections.
(b) Purchaser shall have through the last day of the Due Diligence Period in which to conduct its due diligence investigations and analysis of the Property and of all information pertaining to the Property, and, in Purchaser's sole discretion, to determine whether the Property, is acceptable to Purchaser. If during the Due Diligence Period, Purchaser becomes aware of any problem or defect in the Property or other aspect of the Property with Purchaser determines, in its sole and absolute discretion, makes the Property unsuitable to Purchaser, Purchaser may terminate this Agreement by giving written notice of termination to Seller on or before the last day of the Due Diligence Period. If Purchaser accepted the Property and this Agreement shall continue in full force and effect. In the event of such termination, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party hereunder, except for the Surviving Obligations.
(c) Purchaser shall, at least thirty (30) days prior to the Closing Date, notify Seller in writing requesting termination of any or all of the Service Contracts, Purchaser shall be deemed to have accepted the assumption of the Service Contracts.
(d) Purchaser shall have the right to conduct, at its sole cost and expense, any inspections, studies or tests that Purchaser deems appropriate in determining the condition of the Property, ; provided, however, Purchaser is shall not be permitted to perform any intrusive testing, including, without limitation, a phase Phase II environmental assessment assessments or boringany tests that require the physical alteration of the Property (including any borings or samplings), without the prior written consent of Seller. Immediately upon receipt of the written request of Seller, Purchaser shall deliver to Seller a complete copy of any environmental studies, reports, test results, analyses and similar documents (the "Environmental Reports") prepared by or on behalf of Purchaser or its agentsin each instance.
(eb) Purchaser agrees and covenants with Seller not to disclose to any third party (other than lenders, accountants, attorneys and other professionals and consultants) without Seller's prior written consent, unless Purchaser is obligated by law to make such disclosure, any of the reports or any other documentation or information obtained by Purchaser which related to the Property or Seller in any way, all of which shall be used by Purchaser and its agents solely in connection with the transaction contemplated hereby.
(f) Purchaser agrees to indemnify, defend and hold Seller Seller, its tenants and its partnerstheir respective officers, trusteesdirectors, beneficiariesemployees, shareholders, managers, advisors brokers and other agents and their respective employeesrepresentatives (collectively, officers, directors and shareholders (the "Indemnified Parties") harmless from and against any and all claims, losses, damages, costs and expense (including, without limitation, reasonable attorneys fees' and court costs) suffered or incurred by any of the Indemnified Parties as a result arising out of or in connection with any the activities of Purchaser (including activities of any of or Purchaser's employees, consultants, contractors or other agents) conducted pursuant to this Section 3.2 on or otherwiseabout the Property, including, without limitation, including mechanics' liens, damage to the Property and injury to persons or property resulting from such activities and, in connection therewithproperty. Without limiting the foregoing, in the event that the Property is damaged, disturbed or altered in any way as a result of such activities, Purchaser shall promptly restore the Property to substantially the its condition existing prior to the commencement of such activities. Notwithstanding the foregoing, with respect to only the investigation of existing dry rot conditions affecting the Property, the parties agree that Purchaser shall only be required to repair areas damaged by destructive testing in dry rot areas performed by or at the direction of Purchaser. Purchaser shall not be required to repair any dry rot repair areas damaged by destructive testing ordered or required by any party other than Purchaser. The foregoing limitation on Purchaser's responsibilities only relates to the aforesaid investigation of the existing dry rot condition at the Property. Furthermore, Purchaser agrees to maintain maintain, and to cause any all of its representatives or agents contractors conducting any inspections Inspections to maintain maintain, and have in effect workers; compensation insurance, with statutory limits of coverage, and commercial comprehensive general liability insurance with (i) appropriate coverages, (ii) a waiver of subrogationsubrogation in favor of Seller and Seller's designees, and (iii) limits of not less than One Million and 00/100 Dollars ($1,000,000.00) 1,000,000), combined single limit, for personal injury, including bodily injury and death, and property damage. Such insurance shall name Seller and Seller, Heitman Capital Management Corporation and ▇▇▇▇▇▇▇ Properties Ltd. ’s designees as additional insured parties and shall be with Companiescompanies, with deductibles and otherwise in form reasonably acceptable to Seller. Purchaser shall deliver to Seller a copy of Seller, prior to any entry upon the certificate of insurance effectuating Property, certificates evidencing that the insurance required hereunder is in full force and effect.
(c) Purchaser shall not contact or communicate with Tenant without at least two (2) business days advance notice to Seller in each instance. At Seller's election, a representative of Seller shall be present during any discussions or interviews between Purchaser or its representatives and Tenant or its representatives. Notwithstanding any consent to any contact with Tenant or the presence of Seller or its representatives at any discussions or interviews with Tenant, Purchaser shall not engage in any oral or written communications with Tenant regarding the possibility of renegotiating any current terms of the RR Leases or any proposed amendments to or renewals or extensions of the RR Leases. Purchaser shall not agree to any confidentiality or other agreement with Tenant that prohibits Purchaser from disclosing to Seller any communications or information exchanged between Purchaser and Tenant prior to Closing.
(d) If, during the Due Diligence Period, Purchaser determines that the Property is unacceptable to Purchaser in its sole and absolute discretion, Purchaser may, as its sole and exclusive right and remedy, terminate this Agreement by giving written notice of termination to Seller on or before the Due Diligence Expiration Date in accordance with the provisions of Section 11 below, which, if Purchaser's reason for termination is one or more material enviornmental defects, such notice shall describe such environmental defects in reasonable detail. If Purchaser does not give such notice of termination on or before the Due Diligence Expiration Date, Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 3.2(d) and this Agreement shall continue in full force and effect. In the event of such termination, $100,000 (the “Termination Amount”) of the ▇▇▇▇▇▇▇ Money shall be paid to Seller, the remainder of the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party hereunder, except for the Termination Surviving Obligations, provided that if Purchaser's termination is due solely to one or more material environmental defects to which Purchaser has reasonably objected in a notice to Seller prior to the commencement Due Diligence Expiration Date and Seller does not agree to cure such defect(s) by written notice given by the later of (i) the Due Diligence Expiration Date or (ii) five (5) business days after receipt of Purchaser's notice of such activities.
defect(s) (g) Purchaser acknowledges and agrees shall have no right the Closing Date being automatically extended as necessary to review or inspect any allow for such period), then all of the Excluded Documents▇▇▇▇▇▇▇ Money shall be returned to Purchaser. "Excluded Documents" If Seller agrees to cure such defect(s), then Purchaser's termination shall mean (a) internal memoranda, internal correspondence, internal analyses, internal documents or internal reports prepared by or be automatically nullified and the Closing Date shall be extended as reasonably necessary for Seller to effectuate such cure, but in connection with no event shall the sale contemplated by this Agreement or in connection with its ownership or operation of the property, (b) communications between Seller or any affiliate and their attorneys or other agents or representatives, and (c) appraisals, assessments or other valuations of the Property in the possession of Sellerextension exceed 30 days.
Appears in 1 contract
Sources: Purchase and Sale Agreement (American Realty Capital Trust IV, Inc.)