DUE DILIGENCE CONDITION Sample Clauses

DUE DILIGENCE CONDITION. Buyer's obligation to purchase the Property: [ ] IS [ ] IS NOT conditioned upon Buyer’s Due Diligence as defined in this Section 8.1(a) below. This condition is referred to as the “Due Diligence Condition.” If checked in the affirmative, Sections 8.1(a) through 8.1(c) apply; otherwise they do not.

DUE DILIGENCE CONDITION. The parties acknowledge that the condition in Section 6.01(u) has been fulfilled.

DUE DILIGENCE CONDITION. OF EC/ECA BUILDINGS ------------------------------------------- SECTION 3.1 TRANSFEREE PARTIES' INSPECTIONS AND DUE DILIGENCE. ------------------------------------------------- (A) Due Diligence Approval. Investor and Public Company each ---------------------- hereby acknowledges and agrees that, as of the date of the execution of this Agreement, it has been given the full opportunity to review, inspect and investigate all of the files known or made available to Investor maintained by PPS on behalf of ECIP and PPS relating to the Property, EC/ECA Ventures and EC/ECA Buildings that it deems necessary to review (the "DOCUMENTS"), and has had an opportunity to conduct a thorough review, investigation, and inspection of the physical (including, without limitation, the seismic load bearing capabilities), environmental, economic, and legal conditions of the EC/ECA Buildings, the laws, regulations, covenants, conditions, and restrictions affecting or governing the use or operation of the EC/ECA Buildings, EC/ECA Ventures or the Property, the rentable square footage of the EC/ECA Buildings, and all other matters which a prudent buyer of partnership interests in a partnership that owns directly or indirectly commercial real property should review, inspect or investigate in the course of a due diligence review, and Investor and Public Company has each approved the condition of the EC/ECA Buildings, EC/ECA Ventures and the Property and the results of such review, inspection and investigation. (B) Indemnity. Investor and Public Company shall each --------- indemnify, protect, defend, and hold harmless ECIP (and each of the ECIP Partners) from and against any and all claims, demands, causes of action, losses, damages and liabilities, including, without limitation, personal injuries and property damage, and shall immediately discharge any liens and encumbrances, arising out of acts or omissions of Investor, Public Company or any of their agents, contractors, or representatives, committed on or about any of the EC/ECA Buildings in the course of any such Person's due diligence reviews, inspections and investigations, including, without limitation, claims, demands, causes of action, losses, damages and liabilities on the part of the tenants and lessees alleging breach of a Lease as a result of any such Person's acts or omissions.

DUE DILIGENCE CONDITION. Section 4.2(l) Due Diligence Materials.................................Section 7.4 Due Diligence Termination Date.......................Section 4.2(l) Environmental Authorizations........................Section 2.18(e) Environmental Law...................................Section 2.18(a) INDEX OF DEFINED TERMS (continued)

DUE DILIGENCE CONDITION. 5.7.1 In the event that the Purchaser, acting reasonably and in good faith, identifies one or more matters during the Post-Signing Diligence which (a) was not actually known to the Purchaser before entering into this Agreement and (b) materially and adversely affects or would reasonably be expected to materially and adversely affect the value of the Company and its Subsidiaries, taken as a whole, then, and the Purchaser determines that such matters result in the failure of the Completion Condition set out in Clause 5.1.1(c), then the Purchaser may terminate this Agreement by Notice to the other Parties at any time prior to Completion. 5.7.2 In the event the Agreement is terminated pursuant to Clause 5.7.1, the Purchaser shall be entitled to reimbursement of its reasonable and documented out-of-pocket expenses incurred in connection with the transactions contemplated hereby, including in connection with the negotiation of this Agreement and due diligence of the Company and its Subsidiaries, up to a maximum amount of USD 250,000.

DUE DILIGENCE CONDITION. Buyer hereby expressly waives and declares fully satisfied all of Buyer’s due diligence rights and conditions arising under Section 4 of the Original Purchase Agreement (as previously modified by the First Amendment), including, without limitation, the entirety of Buyer’s due diligence condition under Section 4(c) of the Original Purchase Agreement.

DUE DILIGENCE CONDITION. On or before the 14th day of May, 2021 (the "Due Diligence Date") the Purchaser having conducted a site investigation and whatever searches and investigations the Purchaser, in its sole, absolute, subjective and unfettered discretion, deems advisable with respect to the Property and all matters relating to the Property, whether by, on behalf of, or in connection with, the Purchaser, or any related, associated, affiliated or contracted, persons or partners or representatives, including, without limitation, searches, investigations, opinions, proposals, inquiries, planning submissions, letters, emails and reports with respect to environmental, geotechnical, conservation limitations, engineering, parking, zoning, developability, marketing, feasibility, communications with consultants, city planners, and architects with respect to any proposed development of the Property, appraisal reports, architecture drawings or plans, serviceability and economic viability for its intended use of the Property, whether in draft or final, (collectively, the "Due Diligence Materials"), and the Purchaser being satisfied, in its sole discretion and unfettered discretion with the results of all such matters. If the Purchaser is satisfied, in its sole, absolute, subjective and unfettered discretion, with the results of its investigations and due diligence review as aforesaid, it shall deliver written notice (a "Waiver Notice") to the Vendor or its lawyer to this effect on or before the Due Diligence Date. If no such notice is delivered to the Vendor or its solicitors as aforesaid, the Purchaser shall be deemed to have elected to terminate this Agreement and the Deposit shall be returned to the Purchaser in accordance with section 2.02.