Buyer’s Due Diligence Clause Samples

Buyer’s Due Diligence. CONDITION OF THE PROPERTY Buyer acknowledges that commencing prior to the execution of this Agreement and continuing for a period which will expire on September 30, 1996 (the "Due Diligence Period"), Buyer has conducted, and shall continue to conduct, its examinations, inspections, testing, studies and/or investigations (herein collectively called the "Due Diligence") of the Property and information regarding the Property. In connection with Buyer's Due Diligence, Seller shall deliver to Buyer on or before September 23, 1996, copies of the executed estoppel certificates, the originals of which are to be delivered to Buyer at Closing pursuant to Section 6.3(e); provided, however, that in the event Seller fails to deliver all such estoppel certificates by such date, Buyer's sole remedy shall be an extension of the end of the Due Diligence Period, with respect only to Buyer's review of such outstanding estoppel certificates, by one business day for each business day after September 23, 1996 that Seller has failed to deliver all such estoppel certificates; provided, further, however, that if Seller has failed to deliver such estoppel certificates by October 7, 1996, then this agreement shall terminate without further action of the parties and Seller and Buyer shall be relieved of all of their obligations hereunder, except for those provisions that by their terms survive the termination of this Agreement unless, prior to the expiration of said date, Buyer delivers to Seller written notice of its election to have this Agreement remain in effect. Notwithstanding the foregoing, the Due Diligence Period, with respect to all matters other than Buyer's review of such outstanding estoppel certificates, shall expire on September 30, 1996, and, with respect to Buyer's review of such outstanding estoppel certificates, shall expire no later than October 14, 1996. This Agreement shall terminate without further action of the parties upon the expiration of the Due Diligence Period unless prior thereto Buyer delivers to Seller written notice of its election to have this Agreement remain in effect. If this Agreement remains in effect following the expiration of the Due Diligence Period as a result of Buyer's election, then Buyer and Seller each acknowledge and agree that Buyer shall have no additional period after the expiration of the Due Diligence Period to conduct further physical Due Diligence or regarding the Property. At Closing and as a material inducement for Seller to...

Buyer’s Due Diligence. Prior to Closing, Buyer shall have the right to perform due diligence at the property, including without limitation commissioning an appraisal of the Property, a survey, and a property condition assessment. Buyer may obtain a survey of the Property before the Closing to assure that there are no defects, encroachments, overlaps, boundary line or acreage disputes, or other such matters, that would be disclosed by a survey ("Survey Problems"). The cost of the survey, appraisal and property condition assessment shall be paid by the Buyer. Not later than If Seller is unwilling or unable to remedy any such defects, Buyer shall have the right to cancel this Agreement, in which event Buyer shall receive a full refund of the Deposit.

Buyer’s Due Diligence. As more fully provided below, Seller agrees to assist and cooperate with Buyer in obtaining access to the Property and certain documents relating thereto for purposes of inspection and due diligence.

Buyer’s Due Diligence. (a) Buyer shall have sixty (60) days from the Effective Date to complete Buyers Due Diligence (the “Due Diligence Period”); provided, however, that if Seller does not deliver the Due Diligence Items in the time frames set forth in Section 10(a)(v) below, the Due Diligence Period shall be extended on a day-by-day basis for each day of delay in delivery of the Due Diligence Items beyond the time periods set forth in Section 10(a)(v) below. Seller shall obtain the consent of SHI to Buyer’s entry on the Real Property and the Facility as provided herein. During the Due Diligence Period, Seller shall permit the officers, employees, directors, agents, consultants, attorneys, accountants, lenders, appraisers, architects, investors and engineers designated by Buyer and representatives of Buyer (collectively, the “Buyer’s Consultants”) access to, and entry upon the Real Property and the Facility to perform its normal and customary due diligence, including, without limitation, the following (collectively, the “Due Diligence Items”): (i) Review of vendor contracts (“Contracts”) and leases (“Leases”) to which the Facility (or the Seller, on behalf of the Facility) is a party, as set forth on Schedule 8(f) attached hereto; (ii) Conduct environmental investigations (including a Phase 1 Environmental Audit); (iii) Inspection of the physical structure of the Facility; (iv) Review of current PTR, as defined in Section 14 herein, and underlying documents referenced therein; (v) Review of ALTA Survey, as defined in Section 14 herein, for the Facility; (vi) Inspection of the books and records of the Facility and that portion of the Seller’s books and records which pertain to the Facility; (vii) Review of the Due Diligence Items, as described in Schedule 10(a)(v) attached hereto, to be provided by Seller within five (5) business days following the Effective Date; (viii) Conduct such other inspections or investigations as Buyer may reasonably require relating to the ownership, operation or maintenance of the Facility; (ix) Review of resident files, agreements, and any other documentation regarding the residents of the Facility, which review shall in all events be subject to all applicable laws, rules and regulations concerning the review of medical records and other types of patient records; (x) Review of files maintained by the State relating to the Facility; (xi) Review of all drawings, plans and specifications and all engineering reports for the Facility in the possession of ...

Buyer’s Due Diligence. Buyer shall be allowed to conduct the following due diligence prior to purchasing the Property: (a) Review and approve title to the Property as shown on a preliminary title report (the "Title Report") from the Title Company. (b) Review and approve the operating statements of the Property for the previous two (2) calendar years as well as the current calendar year-to-date and audited financial statements for 1997, provided same are available and in Seller's actual possession. (c) Review and approve true, correct and complete copies of all tenant leases relating to the Property and a certified rent roll of even date herewith in the form attached hereto as Exhibit B, (the "Certified Rent Roll"). (d) Review and approve copies of any site plans and building drawings and specifications and existing environmental reports currently in the possession or control of the Seller. (e) Review and approve copies of any maintenance and service agreements currently in force. (f) Review and approve an as-built survey showing the location of all improvements and recorded easements on the Property. (g) Performance of a feasibility study of the Property, including, but not limited to, review and approval of the physical and environmental characteristics and condition of the Property and performance of marketing and feasibility studies, structural and engineering investigations, auditing of books and records of the Property, financial analyses and verification of existing zoning. Seller agrees to provide Buyer and its agents and representatives reasonable access to the Property and to all books, records, files, financial data, leases and contracts relating to the Property and to reasonably cooperate in such examinations and to cause the property manager to reasonably cooperate in such examinations following the Agreement Date for the purpose of performing, at Buyer's sole cost and expense, the above-referenced studies, physical inspections, investigations and tests on the Property (the "Tests") provided that no such tests shall be conducted without at least two (2) business days prior written notice to Seller and if any such tests are invasive Seller's prior approval of such Tests, which approval shall be in Seller's sole and absolute discretion. Notwithstanding anything herein to the contrary, Buyer shall not need Seller's further consent to conduct Phase I environmental studies. Buyer's access is further conditioned on Buyer complying with the terms of the Access and Indemnifi...

Buyer’s Due Diligence. Subject to Section 21 below, Buyer shall have twenty-five (25) Business Days from and after the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary herein.

Buyer’s Due Diligence. CONDITION OF THE PROPERTY

Buyer’s Due Diligence. Buyer may conduct due diligence examinations during a period commencing on the date hereof and ending at the close of business on the day prior to the Closing Date (the “Due Diligence Period”).

Buyer’s Due Diligence. Buyer acknowledge that it has conducted, or has been afforded the opportunity to conduct an investigation of the Company and has been offered the opportunity to ask representatives of the Company questions about the Company’s financial condition and proposed business, and that Buyer has obtained such available information as Buyer has requested, to the extent Buyer have deemed necessary, to permit it to fully evaluate the merits and risks of an investment in the Shares. Buyer is satisfied as to all inquiries that Buyer has concerning the Company and its business activities, and the purchase of the Shares; and,