Conduct of Due Diligence. Buyer and Seller shall have furnished to each other all corporate and financial information which is customary and reasonable, to conduct their respective due diligence. If, as a result of their due diligence examination, either party determines that there is a reason to terminate this Agreement, they must give written notice to the other party prior to the Closing Date.
Conduct of Due Diligence. Buyer shall at all times conduct such due diligence in compliance with applicable laws and the terms of the Tenant Leases, and in a manner so as not to cause liability, damage, loss, cost or expense to Seller, any lender of Seller, the Property or any tenants, licensees, concessionaires or other persons using or occupying the Property or any part thereof, or so as not to interfere with the operation or use of the Property (and including not interfering with or disturbing the operations or occupancy of any tenant at the Property), and Buyer shall indemnify, defend and hold Seller and the Property harmless from and against any such liability, damage, loss, cost or expense (the foregoing obligation surviving any termination of this Agreement). Buyer shall conduct its investigations, reviews and examinations of the Property solely during normal business hours (unless otherwise approved in writing by Seller) and upon at least two (2) business days’ prior written notice to Seller (provided, however, that Seller acknowledges that Buyer has conducted due diligence inspections on January 4, 2006, and that with respect to such inspection, Buyer has delivered to Seller all required notice). Buyer’s right to enter hereunder shall terminate upon the termination of this Agreement. Without limitation on the foregoing, in no event shall Buyer: (a) make any intrusive physical testing or investigation (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like), or disclose the results of any physical testing or investigation (environmental, structural or otherwise) at the Property, without Seller’s express written consent in its sole and absolute discretion the granting of such consent shall include the right to disclose such results to Buyer’s lenders and attorneys; (b) contact any tenant of the Property without Seller’s express written or verbal consent to conduct a pre-scheduled appointment to be made by Seller; or (c) contact any governmental or quasi-governmental authority having jurisdiction over the Property without Seller’s express written consent in its sole and absolute discretion. Notwithstanding the foregoing, Buyer shall have the right to conduct a Phase I environmental investigation at the Property, provided that Seller shall have provided its prior written consent and approval, not to be unreasonably withheld, as to each of the following: (i) the contractor who will be conducting such testing; (ii) such contrac...
Conduct of Due Diligence. Prospective Buyer/Investor agrees that Prospective Buyer/Investor will:
Conduct of Due Diligence. From and after the date hereof, each of the members of the Ohio Group and the Rocky Mountain Group shall permit representatives of the Holding Company, and of environmental consulting firms engaged by the Holding Company, to enter upon their respective properties from time to time at reasonable hours upon reasonable advance notice in order to evaluate the environmental condition of each such property and the operations of the businesses of the members of the Ohio Group and the Rocky Mountain Group thereon, and shall assist the Holding Company and its representatives in conducting such evaluations. 5.20.2
Conduct of Due Diligence. Buyer agrees that in conducting its due diligence and investigation or analysis of the Property, Buyer will:
Conduct of Due Diligence. During the Due Diligence Period, Purchaser and its officers, employees, members, managers, agents, advisers, attorneys, accountants, architects and engineers shall have the right to review the submittals described in Section 3.1, to investigate the zoning and code status of the Property and all governmental requirements including discussions with governmental officials, and to enter upon the Property to conduct inspections and investigations relating to the Property (including, without limitation, inspections relating to the physical condition of the Improvements and Personal Property including, without limitation, the roof and the structural components, electrical, plumbing, water, sewer, air conditioning, heating, mechanical and other building systems), to conduct environmental assessments (including Phase I environmental assessments and studies provided, however, that Purchaser must obtain Seller’s prior written consent, which may be withheld in Seller’s sole and absolute discretion, to any physically invasive testing or any testing involving sampling) and for all other reasonable purposes. Except as otherwise provided herein, all costs and expenses of Purchaser’s due diligence shall be paid by Purchaser. If this Agreement is terminated in accordance with Section 3.3 or if the transaction otherwise fails to close, Purchaser shall return to Seller all information delivered or made available by Seller to Purchaser in accordance with Section 3.1 within five (5) Business Days after such termination. Purchaser shall repair any damage to the Property arising out of or resulting from the inspections or investigations of the Property by Purchaser or its agents. Purchaser will use commercially reasonable efforts to minimize any disruption or interference caused by any such testing and will repair damage caused by such testing. Before and during Purchaser inspections, Purchaser or the Purchaser representative conducting any Purchaser inspection shall maintain workers’ compensation insurance in accordance with applicable law, and Purchaser, or the applicable Purchaser representative conducting any Purchaser inspection, shall maintain (a) commercial general liability insurance with limits of at least Five Hundred Thousand Dollars ($500,000) for bodily or personal injury or death, (b) property damage insurance in the amount of at least One Million Dollars ($1,000,000), and (c) contractual liability insurance. Purchaser shall deliver to Seller evidence of such worker...
Conduct of Due Diligence. During the Due Diligence Period, Buyer and its officers, employees, agents, advisers, attorneys, accountants, architects and engineers shall have the right to review the submittals described in Section 3.04 above and shall have the right, and are hereby authorized, to enter upon the Land and Improvements to conduct inspections and investigations relating to the Property, to conduct environmental assessments and engineering studies and for all other reasonable purposes. Seller shall reasonably and in good faith cooperate in Buyer's due diligence efforts, including, if so requested by Buyer, notifying any Governmental Authorities of Buyer's due diligence efforts. All costs and expenses of Buyer's due diligence shall be paid by Buyer. If Buyer elects to proceed with the transaction, Seller shall continue to provide Buyer and Buyer's officers, employees, agents, advisers, attorneys, accountants, architects, engineers and prospective lenders access to the Property, all drawings, plans and specifications for the Property, all engineering and other reports relating to the Property, correspondence relating to the Property, and the financial books and records relating to the ownership, operation, development and management of the Property, at all reasonable times to make such inspections, tests, copies and verifications as Buyer considers reasonably necessary. Buyer shall indemnify, defend and hold harmless Seller (as defined in Section 2.02 of the Agreement) from and against any loss, damage, cost or expense for personal injury or property damage arising out of the inspections and investigations. Buyer shall promptly restore the Property to the condition existing immediately prior to such inspections and investigations.
Conduct of Due Diligence. With respect to the due diligence described in Section 3.1, Axxxx-Xxxxxxxx shall be entitled (a) to conduct an in-depth review and analysis of the Corporation, (b) to be satisfied with all of the aspects of the Corporation and its business, including agreements, economic, commercial, legal, information systems, human resources, insurance, bonding and regulatory aspects (including the availability and terms of all required permits and licenses) associated with the business of the Corporation, and (c) to have reasonable access to the Corporation’s sites and to inspect the sites and facilities.
Conduct of Due Diligence. Buyer shall be entitled to conduct an ------------------------- inspection of the books, records, contracts, documents and assets of the Corporation ("Due Diligence") during normal business hours of the Corporation, and scheduled at mutually agreeable times and locations. All such Due Diligence activity shall be conducted pursuant to the provisions of a Confidentiality Agreement previously executed by Buyer, dated October 31, 2001. Notwithstanding the foregoing, Buyer shall make no contact with Corporation's lessors without the prior written consent of Corporation. Corporation will initiate contact with Corporation's lessors upon Buyer's indication of approval of Corporation's financial information, and real estate leases.
Conduct of Due Diligence. Parent and its agents and representatives shall conduct, and Company shall use its commercially reasonable efforts to assist Parent and its agents and representatives in conducting, Parent's financial, legal and other due diligence examinations of Company prior to February 12, 2001.
