Diligence Period. As used herein, the term “Diligence Period” shall mean the 45 day period commencing on the Date of Execution. Within five (5) Business Days following execution of this Agreement, Seller shall deliver to Purchaser all of the Diligence Materials in its possession. All such due diligence items shall be sent to Purchaser at the address set forth in Section 13.4, to the attention of Xxxx Xxx. Seller also shall deliver to Purchaser the Schedules not affixed to this Agreement at execution as required by Section 13.14. Additionally, during the term of this Agreement, Purchaser, its employees, contractors, agents and designees, shall have the right to enter each Facility for the purposes of inspecting and testing the same, and making surveys, mechanical and structural engineering studies, inspecting construction, and conducting any other interviews, investigations and inspections as Purchaser may reasonably require to assess the condition and suitability of the Facility and the Assets; provided, however, that such activities by or on behalf of Purchaser at the Facility shall not materially interfere with the conduct of business at the Facility; and provided further, however, that Purchaser shall indemnify and hold Seller harmless from and against any and all claims or damages to the extent directly resulting from the activities of Purchaser at the Facility (but not claims or damages arising out of the findings of such activities), and Purchaser shall repair any and all damage caused, in whole or in part, by Purchaser and return the Facility to its condition prior to such damage, which obligation shall survive Closing or any termination of this Agreement. Seller shall reasonably cooperate with the efforts of Purchaser and the Purchaser’s representatives to inspect the Facility. Purchaser shall give Seller reasonable notice before entering the Facility, and Seller may have a representative present during any and all examinations, inspections and/or studies at the Facility. Purchaser shall have the unconditional right, for any reason or no reason, to terminate this Agreement by giving written notice thereof to Seller prior to the expiration of the Diligence Period, in which event this Agreement shall become null and void, whereupon Escrow Agent shall refund the Deposit to Purchaser (which obligation and right shall survive such termination), and all rights, liabilities and obligations of the parties under this Agreement shall expire, except as otherwise expressly set ...
Diligence Period. Buyer acknowledges and agrees that the Due Diligence Period has expired, and that Buyer has no further right to terminate the Agreement under Section 6.1(d) thereof.
Diligence Period. The Purchaser shall have until 5:00 p.m. prevailing EST on June 17, 2009 (such period, the “Diligence Period”) in which to conduct its confirmatory due diligence. During such Diligence Period, the Purchaser and its accountants, attorneys, consultants, agents and advisers shall be permitted to review the premises, facilities, Books and Records and contracts of the Sellers, and to (i) conduct interviews with the Sellers’ senior management regarding the business, operations, financial condition and results of operations of the Sellers and their Affiliates and (ii) conduct additional due diligence on the employees, customers and suppliers of the Sellers. The Purchaser shall have the right, at any time during the Diligence Period, at the Purchaser’s sole discretion and without any Liability or obligation on the part of the Purchaser, to terminate this Agreement by providing written notice to ParentCo of such termination. If the Purchaser fails to deliver such written notice prior to the end of the Diligence Period, then the Purchaser shall have no further right to terminate this Agreement under this paragraph.
Diligence Period. Section 1.8 of the Purchase Agreement is hereby amended to extend the Diligence Period so that it shall end at 5:00 p.m. Pacific time on May 5, 2015.
Diligence Period. Buyer shall have a diligence period ending at the close of business on January 7, 2005 (the “Diligence Period”), during which to inspect the Property and to review the information and documents pertaining to the Property. During the Diligence Period Buyer may, in its sole discretion, terminate this Purchase Agreement if Buyer objects to any findings or results of such review and inspections, and if this Agreement is so terminated, the Deposit shall be returned to Buyer, and Buyer and Seller will each have no further liability under this Purchase Agreement.
Diligence Period. 21 ARTICLE XVI NONCOMPETITION AGREEMENT.............................................21 16.1 NONCOMPETITION AGREEMENT....................................21 ARTICLE XVII
Diligence Period. From the Amendment Date until the expiration of the Inspection Period (as defined below), the Camarillo Buyer shall be entitled to perform customary due diligence investigations with respect to the California Option Assets in accordance with applicable terms of the Agreement, as amended by this Amendment, and the CEFF Parties will reasonably cooperate with the Camarillo Buyer in an attempt to resolve any and all diligence-related issues; provided, however, that during the Contingency Period (as defined below) any oral or written communication by the Camarillo Buyer, the Option Holder, or their respective agents and Affiliates with (i) any Governmental Authority or other third party (other than the Camarillo Buyer, the Option Holder or their respective agents and Affiliates) or (ii) any employee of the CEFF Parties or their respective Affiliates, will in each case require the prior e-mail consent of either the CEFF Parent or, in the case of any employee of California OpCo, the Chief Executive Officer of California OpCo; provided, however, that no such prior or other consent shall be required for customary diligence inquiries made with Governmental Authorities for zoning or code compliance information (but specifically excluding any inquiries pertaining to entitlements or zoning clearances related to the Cannabis Use (as defined below) or any disclosure of prospective changes to the use of the Property). “Inspection Period” means the period that begins on the Amendment Date and ends on the date that is the earliest to occur of (i) the termination of the Agreement, (ii) the Outside Date (as amended by Section 3 below), or (iii) the closing of the transactions contemplated by the Definitive Property PSA (the “Closing”). In connection with the foregoing, the CEFF Parties agree to execute the Exercise Notice and provide Option Holder and the Camarillo Buyer with a copy of the same no later than two (2) calendar days after the date of this Amendment.
Diligence Period. Beginning on the date hereof and continuing for a period of 30 days thereafter (the “Diligence Period”), Xxxxx shall have the right to conduct investigations into the Xxxxxxx Deck Property and to terminate this Agreement for any reason. Town Deliverables. On or before the fifth (5th) business day following the date hereof, the Town shall deliver to Xxxxx copies of all of the following (collectively, “Town Deliverables”) to the extent in the possession of Seller or its agents: A complete and correct list of any licenses, leases, or contracts then in effect in connection with the Xxxxxxx Deck Property and copies of all such agreements. The Town’s existing title insurance policy and its most recent survey of the Xxxxxxx Deck Property, including a legal description, if any. All existing engineering, environmental, geotechnical, architectural and property condition reports, studies, drawings and plans with respect to the Xxxxxxx Deck Property. Certificates of occupancy with respect to the Xxxxxxx Deck Property. Independent Investigation. Xxxxx may, during the Diligence Period, inspect and investigate each and every aspect of the Xxxxxxx Deck Property, either independently or through agents, representatives or experts of Xxxxx’x choosing, and may, upon reasonable notice to the Town, access the Xxxxxxx Deck Property for such purpose.
Diligence Period. Beginning on the date hereof and continuing until the date that is the earlier of: (i) August 30, 2019 at 5:00 p.m. CST or (ii) either Buyer or its Affiliate makes a public announcement regarding its entry into this Agreement (the “Phase 1 Due Diligence Period”), Buyer shall be provided access to (“Buyer’s Phase 1 Due Diligence”):
Diligence Period. Section 5.2(b) of the PSA is hereby amended by deleting “no later than sixty (60) days from the Acceptance Date” and replacing the same with “on March 19, 2021”.
