Due Diligence Conditions. Purchaser’s obligation to purchase the Property is subject to satisfaction of the conditions in this Section 3 (the “Due Diligence Conditions”). In order to satisfy the Due Diligence Conditions, Purchaser and its representatives, authorized agents and consultants shall have access to the Property to undertake such activities thereon reasonably required to conduct its inspections, after reasonable advance notice to Seller, subject to the qualifications in Section 18 of this Contract. Seller acknowledges that Purchaser may conduct an investigation of the Property, at Purchaser's sole cost and expense which include, without limitation, environmental, appraisal, Phase I study and elevation survey, zoning and municipal review, title, review of Leases and engineering, mechanical and structural inspections and any other physical or legal matter which Purchaser may wish to examine; provided, however, the Purchaser shall not be allowed to conduct any invasive or destructive testing of any kind as stated in Section 18 of this Contract. Seller shall reasonably cooperate with Purchaser in its inspections, examinations and investigations. Purchaser shall conduct such inspections in a way so as to minimize and not unreasonably interfere with the existing use and the parking area on the Property. Purchaser shall conduct this investigation by the end of the day which is One Hundred (180) days from the Effective Date (the period between the Effective Date and this date is the “Due Diligence Period”). Notwithstanding any other provisions contained in this Contract, Purchaser shall have the right for good cause shown based on information discovered during the Due Diligence Period, to terminate this Contract by delivering notice to the Seller and Escrow Agent by 5:00 P.M. Eastern Time on the expiration date of the Due Diligence Period (the “Termination Notice”). If Purchaser timely delivers a Termination Notice, the parties will proceed as provided in subparagraph (a) below. If no Termination Notice has been timely delivered to Seller and Escrow Agent, then all Due Diligence Conditions will be conclusively deemed to have been satisfied or waived, and the parties will proceed in accordance with the terms of this Contract.
Due Diligence Conditions. The foregoing conditions in this Section 5 are all of Buyer's due diligence conditions precedent, and these conditions precedent are intended solely for the benefit of Buyer. If within Buyer's due diligence period, Buyer does not give Seller written notice of approval of the due diligence contingencies, Buyer shall be deemed to have elected to terminate this Agreement and the Deposit shall be returned to Buyer (together with interest thereon, if any). In the event Buyer gives written notice of Buyer's acceptance and/or waiver of all said due diligence contingencies, then this Agreement shall continue in full force and effect and Buyer shall increase its deposit as set forth in Section 3 above. Once Buyer has approved and/or waived its due diligence contingencies, Buyer may not cancel this Agreement.
Due Diligence Conditions a. acceptable physical viewing/inspection of the Property;
Due Diligence Conditions. Buyer shall conduct its due diligence and either terminate this Agreement or remove Buyer's due diligence contingencies and proceed with this Agreement within ten (10) days of the effective date of this Agreement ("Buyer's due diligence period"). All of Buyer's due diligence contingencies are set forth in this Section 6. To facilitate Buyer's due diligence and to the extent reasonably available to Seller, Seller shall provide Buyer with the documents set forth below.
Due Diligence Conditions. The Parties have agreed that the consummation of this Agreement is subject to the satisfactory completion of due diligence by Purchaser, that it is conditional upon Purchaser being entirely satisfied with a due diligence investigation of the business by the due diligence date specified as the Conditions Date. In such an event the following shall apply:
Due Diligence Conditions. Close of Escrow shall be contingent ------------------------ upon satisfaction or waiver of each of the following conditions ("Due Diligence Conditions") prior to expiration of the Due Diligence Period:
Due Diligence Conditions. On or prior to the Effective Date Borrower shall have furnished or caused to be furnished to Lender, or Lender shall otherwise obtain (to the extent deemed necessary or advisable to Lender), the following to the extent within Borrower’s, Guarantor’s or Manager’s possession or control, each of which shall be approved by Lender in its sole and absolute discretion:
Due Diligence Conditions. 5.1 Conditions for the benefit of the Purchaser: The Purchaser shall have Sixty (60) days from the Contract Date (which is the date upon which this Agreement has been executed by the last of the Purchaser or the Vendor) (the “Inspection Period”) within which to satisfy itself in its sole discretion as to density conditions, soils tests and the environmental condition of the Property and the ability of the Purchaser to obtain financing satisfactory to the Purchaser in its sole and absolute discretion (collectively, the “Purchaser’s Conditions”). On or before the end of the Inspection Period, if the Purchaser is not satisfied with the results of its inspection, the Purchaser shall provide written notice to the Vendor that this agreement shall be at an end and the Deposit shall be returned to the Purchaser without deduction. The Purchaser’s Conditions are for the benefit of the Purchaser, and may be waived by the Purchaser by notice to the Vendor, or the Vendor’s Solicitor, on or before the end of the Inspection Period. In the event the Purchaser’s Conditions are not satisfied or waived on or before the end of the Inspection Period, then this Agreement shall be terminated with return of the Deposit to the Purchaser without deduction and the parties shall have no further liabilities to each other, save as otherwise expressly provided herein. The Purchaser, in its sole discretion, shall have the right to extend the Inspection period for a further period of 10 days upon giving the Vendor written notice before 5:00 p.m. on the date of the Inspection Period.
Due Diligence Conditions. The foregoing conditions in this Section 6 are all conditions precedent which are intended solely for the benefit of Buyer. Notwithstanding any provision in this Agreement to the contrary, all of Buyer’s obligations under this Agreement (other than those relating to the payment of the Independent Contract Consideration) are conditioned and contingent upon Buyer providing to Seller, on or before the final day of the Buyer’s Due Diligence Period, written notice that Buyer has elected to proceed forward with the transaction evidenced by this Agreement (the “Closing Notice”). If Buyer does not deliver the Closing Notice to Seller on or before the final day of the Buyer’s Due Diligence Period, then: (i) this Agreement shall, without necessity of any action on the part of Buyer, automatically terminate concurrently with the expiration of the Buyer’s Due Diligence Period; (ii) the Deposit shall be promptly returned to Buyer; and (iii) thereafter neither party will have any further rights, remedies or obligations under this Agreement, other than those which expressly survive the termination of this Agreement.
Due Diligence Conditions. Buyer shall have a period of ninety (90) days from the Effective Date (the "Due Diligence Period") to conduct a full due diligence investigation of the Property. The Due Diligence Period will start at the Effective Date of this Agreement. Seller shall within fifteen (15) days after the Effective Date deliver to Buyer all reports, studies, surveys, books and records relating to the Property for such purpose, and shall afford Buyer full access to the Property for conducting such physical inspections, surveys, environmental investigations and other examinations as Buyer shall deem appropriate, in its discretion. Buyer agrees to indemnify and hold Seller from any damage, loss or expense, including but not limited to attorneys fees, that Seller may suffer or incur as a result of any activities of Buyer on the Property.
