Due Diligence Contingency Clause Samples
A Due Diligence Contingency clause allows a party, typically a buyer, to investigate and assess certain aspects of a transaction—such as the condition of a property, financial records, or legal compliance—before being fully committed to the agreement. This clause gives the buyer a specified period to conduct inspections, review documents, or perform other checks, and if the results are unsatisfactory, the buyer may withdraw from the deal without penalty. Its core function is to protect the buyer from unforeseen issues and ensure informed decision-making before finalizing the transaction.
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Due Diligence Contingency. Seller has heretofore provided Buyer with the information described in EXHIBIT D-1 attached hereto. During the Due Diligence Period, Seller will provide the information described in EXHIBIT D-2 attached hereto. Subject to the terms of the Tenant Leases, Seller will provide Buyer with reasonable access to the Property during business hours upon not less than two (2) business days notice. Seller will also make available to Buyer for its inspection and photocopying such Tenant Leases and other documents evidencing the Intangible Property in its possession as Buyer will reasonably request, all upon reasonable advance notice. Seller will not deliver to Buyer confidential and proprietary materials, including, without limitation, the following: (1) information contained in Seller's credit reports, credit authorizations, credit for financial analyses or projections, steering committee sheets, account summaries or other internal documents relating to the Property, including any valuation documents and the book value of the Property; (2) material which is subject to attorney client privilege or which is attorney work product; (3) appraisal reports or letters; and (4) financial statements of Seller or any affiliate of Seller. Commencing on the Effective Date and continuing until 5:00 p.m. Pacific Time on Monday, December 29, 2003 (the "DUE DILIGENCE PERIOD"), Buyer will be entitled to perform, at its sole expense, its due diligence investigations of the Property. Buyer will 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 to not cause damage, loss, cost or expense to Seller, the Property or the tenants of the Property (and without interfering with or disturbing any tenant at the Property), and Buyer will promptly restore the Property to its condition immediately preceding such inspections and examinations and will keep the Property free and clear of any mechanic's liens or materialmen's liens in connection with such inspections and investigations. In no event will Buyer communicate with any tenant of the Property or any governmental authority having jurisdiction over the Property without Buyer providing prior written or telephonic notice to Seller and affording Seller the opportunity to participate in any such meeting or communication. Buyer will provide Seller with certificates evidencing the commercial general liability insurance policies which will be maintained by Buyer and each c...
Due Diligence Contingency. Lessor shall have the right to conduct a due diligence investigation of the Property in accordance with standard terms of a residential purchase and sale contract, for a period of ten (10) business days, and shall have the right to terminate the purchase and sale contract and revoke its election to purchase the Leasehold Interest as provided in the purchase and sale contract with or without cause, for any reason or no reason, in accordance with standard market practice. Lessee grants Lessor the right to reasonably access the Property (including without limitation the interior of the Residence) to perform any investigations pursuant to the purchase of the Property.
Due Diligence Contingency. Purchaser shall have until 5:00 p.m. (Eastern Time) on the date that is sixty (60) days after the Effective Date (the “Due Diligence Period”), to perform its due diligence review of the Property and all matters related thereto which Purchaser deems advisable, including, without limitation, any engineering, environmental, title, survey, financial, operational and legal compliance matters relating to the Property. If Purchaser, in its sole discretion, is not satisfied with the results of its due diligence review of the Property for any reason, Purchaser shall have the right to terminate this Agreement by providing written notice to Seller prior to the expiration of the Due Diligence Period (the “Due Diligence Contingency”). If Purchaser terminates this Agreement pursuant to the Due Diligence Contingency in accordance with this Section 4.1.1, then: (i) the Deposit shall be refunded to Purchaser in accordance with Section 3.2.4, (ii) Purchaser shall supply to Seller reports and copies of all site work completed during the Due Diligence Period, and (iii) the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. If Purchaser does not terminate this Agreement pursuant to the Due Diligence Contingency in accordance with this Section 4.1.1, then subject to the terms and provisions of this Agreement, Purchaser shall be deemed to have waived its rights to terminate this Agreement pursuant to the Due Diligence Contingency.
Due Diligence Contingency. Buyer shall have a period, commencing on the Signing Date and ending on the earlier of the Closing Date and April 30, 2008 (the “Due Diligence Period”), to conduct (directly and through its Representatives) any and all legal, regulatory, financial, business, environmental and other investigations, evaluations and inspections regarding the assets, liabilities, prospects, vendors, customers, Employees, operations and affairs of the Business, Sellers and their Products and the Sellers Real Property (the “Due Diligence”) as desired by Buyer (including, but not limited, to a review of the ANDAs and the intellectual property matters applicable to each of such Products). If Buyer is not satisfied, in its sole discretion, with the results of its Due Diligence, it may elect to exercise its termination rights pursuant to Section 7.1(e), upon the conditions and subject to the limitations set forth therein.
Due Diligence Contingency. Purchaser shall have a period of thirty (30) days from mutual execution of this Contract and the delivery of the items to be supplied by Seller under this Paragraph 13, in which to conduct its due diligence investigation of the information provided by Seller and of the Property (which period shall be considered the Due Diligence Period). At any time during the Due Diligence Period, Purchaser may elect to terminate this Contract in the sole and absolute discretion, by delivering written notice thereof to Seller. Not later than five (5) business days from the date of mutual execution of this Contract, Seller shall deliver to Purchaser the following listed items if existing. If Seller does not have in its possession any of the listed items, or if such item(s) does not exist or is not reasonably obtainable, then Seller shall so notify Purchaser in writing of its unavailability in lieu of production thereof:
A. Any notes and/or security agreements which will or may affect or encumber the Property at close of escrow.
B. All rental agreements, leases, and other written contracts or agreements which will or may affect the Property at close of escrow.
C. All accounting ledgers and operating statements for the prior twelve (12) months to date of mutual execution of this Contract, including all property tax bills (paid or unpaid) for said period.
D. Most recent operating expense invoices and/or bill▇▇▇▇.
E. Any existing plat maps, surveys, certificates of occupancy, construction plans, tentative or final maps, and other like plans, maps or documentation concerning the Property that is currently existing and in Seller's possession.
F. A form of Estoppel Certificate reasonably acceptable to Purchaser to be executed by the tenant(s) pursuant to paragraph 9 above.
G. Any existing inspection reports, test results, soils and engineering reports, environmental assessments, Phase I or Phase II reports, or like documents or information in any form or nature currently existing and in Seller's possession, which reflect upon the condition of the Property including, without limitation, the existence or nonexistence of asbestos, PCB transformers, residential lead paint hazards, or other toxic, hazardous or contaminated substances or underground storage tanks in, on, or about the Property (all collectively referred to herein as "Reports").
H. All contracts relating to the operation, maintenance, or management of the Property.
I. True, complete and correct copies of all documents ev...
Due Diligence Contingency. (a) On or before the date which is ten (10) days following the Effective Date, Seller shall furnish to Buyer, for review and reliance as part of Buyer’s due diligence, all of the following documents, to the extent they are in Seller’s possession, pertaining or relevant to the Property (the “Due Diligence Documents”): (i) surveys; (ii) environmental assessments; (iii) geotechnical reports; (iv) roof, structural and building reports; (v) Seller’s title policy and copies of all underlying documents; (vi) notices of violations of any zoning ordinance or other law, regulation, agreement or instrument; (vii) architectural and engineering plans and specifications relating to the building and other improvements; (viii) all property tax assessment bills for the last 3 years; (ix) all service contracts and property management agreements; (x) all insurance policies and certificates; (xi) a schedule of all capital improvements for the last three (3) years; and (xii) warranties and/or guaranties. Except as otherwise expressly provided in this Agreement and/or in any document, certificate or agreement provided by Seller to Buyer in connection with the Closing, Seller makes no representations or warranties that the foregoing documents to be delivered to Buyer are complete or accurate. Notwithstanding the foregoing, ▇▇▇▇▇’s review shall not include a review of Seller’s internal economic memoranda or reports, attorney-client privileged materials or Seller’s appraisals of the Land or Property, if any; provided Seller does not furnish such materials to Buyer.
(b) From the Effective Date, through the Closing Date (as defined below), Seller shall allow Buyer and Buyer’s agents and consultants access to the Property for the purpose of conducting building inspections, surveys, environmental assessments, and other investigations, tests and studies in connection with the evaluation of the due diligence conditions to this Agreement. Such access shall be exercised by Buyer and its agents and consultants at reasonable times in coordination with Seller, without material interference with Seller’s ongoing operations at the Property (if any), and shall be exercised with due care and at the risk of Buyer. If Buyer or its agents or consultants shall cause any damage to the Property in connection with such access, Buyer shall promptly restore the same to its condition immediately preceding such damage, and in any event Buyer shall indemnify Seller against damage caused by Buyer or its agen...
Due Diligence Contingency. Purchaser’s obligation to close hereunder is expressly conditioned upon satisfactory completion of due diligence to its sole satisfaction.
Due Diligence Contingency. At any time before 5:00 p.m. (EST) on the fifteenth (15th) day after the Effective Date (the “Due Diligence Expiration Date”), Buyer, its accountants, legal counsel, agents, contractors, and employees, shall have the right from time to time, upon reasonable notice to Seller, to conduct and make any and all studies, examinations, inspections, and investigations of, or concerning, the Purchased Assets as it in its sole discretion shall deem appropriate. If at any time before 5:00 p.m. on the Due Diligence Expiration Date, during the course of Buyer’s due diligence review of the Purchased Assets, any of the results of Buyer’s due diligence review of the Purchased Assets are not satisfactory to Buyer in its sole discretion, then Buyer may terminate this Agreement, whereupon no Party shall have any further rights against the other Party (except for those provisions which are stated to survive termination of this Agreement) or any liabilities to the other Party.
Due Diligence Contingency. Buyer shall have the right, in its sole and absolute discretion, to terminate this Agreement for any reason prior to the expiration of the Study Period (as defined in Section 4.4). Buyer hereby agrees to provide written notice to Seller prior to the expiration of the Study Period if Buyer disapproves any due diligence items. Upon delivery of such notice to Seller, this Agreement will terminate, and all amounts deposited by Buyer into Escrow other than the Independent Consideration, together with interest thereon, if any, will be returned to Buyer, and neither Party will have any further rights or obligations hereunder except those which expressly survive the termination of this Agreement. If Buyer fails to notify Seller in writing of the disapproval of any due diligence items, it will be conclusively presumed that Buyer has approved all such items, matters or documents.
Due Diligence Contingency. This Amendment shall serve as notice to Seller that, effective immediately upon the mutual execution of this Amendment by Seller and Purchaser, Purchaser hereby waives the Due Diligence Contingency pursuant to Section 4.1(a) of the Agreement. Purchaser will deposit the Additional Deposit with Escrow Agent on or before September 5, 2017.]