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. For the period commencing on the Effective Date and expiring upon Closing, the Purchaser Parties shall have the right to perform their due diligence review of the Property and all matters related thereto which the Purchaser Parties deem advisable, including, without limitation, any engineering, zoning, environmental, title, survey, financial, operational and legal compliance matters relating to the Property. The Purchaser Parties shall have the right, if the Purchaser Parties, in their sole discretion, are satisfied with the results of their due diligence review of the Property, to notify the Seller Parties thereof on or before expiration of the period (the “Due Diligence Period”) expiring at 11:59 p.m. (Eastern Time) on November 12, 2010, in which event, the Parties shall, subject to the other terms and conditions hereof, proceed to Closing and the Purchaser Parties shall be deemed to have waived their right to terminate this Agreement pursuant to the Due Diligence Contingency (defined below). In the event the Purchaser Parties shall fail to provide such notice on or before the expiration of the Due Diligence Period, this Agreement shall be deemed terminated. In addition, the Purchaser Parties shall have the right to terminate this Agreement by providing written notice to the Seller Parties at any time prior to the expiration of the Due Diligence Period (the Purchaser Parties’ right to provide such notice of satisfaction, such notice of termination and/or to allow this Agreement to terminate on account of the Purchaser Parties’ failure to provide any such notice is herein referred to as the “Due Diligence Contingency”). If the Purchaser Parties terminate this Agreement and/or this Agreement terminates automatically, as provided above, pursuant to the Due Diligence Contingency in accordance with this Section 3(a)(i), then the Deposit shall be refunded to the Purchaser Parties in accordance with Section 2(d)(ii), and the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination.
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. 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. Provided that (i) Sky Ranch LLC, as debtor-in-possession, executes and delivers that certain License Agreement dated as of July , 2010 between Sky Ranch LLC, as debtor-in-possession, and Assignee (the “License Agreement”), and (ii) Assignee delivers the Xxxxxxx Money to Escrow Agent, for a period (“Inspection Period”) commencing upon the date of the License Agreement and ending at 5:00 p.m. Eastern time on September 30, 2010, Sky Ranch LLC, as debtor-in-possession, has granted Assignee the right and privilege to enter upon the Land for the sole purpose of allowing Assignee’s consultant to conduct a phase 1 environmental assessment of the Land. Assignor acknowledges and agrees that in connection with Assignee’s evaluation of the environmental condition of the Land, (i) it shall not use any consultant previously engaged by Assignor and (ii) it shall not perform or permit any of its consultants or contractors to perform any physically invasive tests of the Land (including, without limitation, drilling, boring, digging, excavation, test pits or the like) without Assignor’s express written consent. Notwithstanding any other provision of this Agreement, if Assignee is not satisfied for any reason with the results of the phase 1 environmental assessment of the Land, Assignee’s review of the property documentation or the bankruptcy proceeding of Sky Ranch LLC, as such bankruptcy proceeding may affect the Loan Documents, Assignee shall have the right in Assignee’s sole and exclusive determination, to terminate this Agreement by giving written notice of such termination to the Assignor (a “Termination Notice”) on or before the end of the Inspection Period, time being of the essence. Assignee shall deliver any such Termination Notice in accordance with the terms and conditions set forth in Paragraph 17 hereof relating to the giving of notices. If Assignee shall timely exercise its right under this Paragraph 3.1 to terminate this Agreement, the Xxxxxxx Money shall be refunded to Assignee, except to the extent otherwise provided herein.
Due Diligence Contingency. Within five (5) business days of the Effective Date Seller shall provide Buyer with copies of or access to the information (the "Property Documents") described in Exhibit D attached hereto. Subject to the terms of the Tenant Leases, Seller shall provide Buyer with reasonable access to the Property during regular business hours upon not less than forty-eight (48) hours notice. Seller, upon reasonable advance notice, shall also make available to Buyer for its inspection and photocopying during regular business hours such Property Documents which were not delivered to Buyer but are in Seller's or the manager of the Property's possession. Seller shall have no obligation to deliver to Buyer any of the following confidential and proprietary materials: (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; (4) financials of Seller or any affiliate of Seller; or (5) material which Seller is legally required not to disclose. Commencing on the Effective Date and continuing until 5:00 p.m. Central Time on July 9, 2001 (the "Due Diligence Period"), Buyer shall in good faith diligently perform and complete, at its sole expense, its due diligence review, examination and inspection of all matters pertaining to its acquisition of the Property, including the Tenant Leases, Intangible Property, and all financial, physical, environmental and compliance matters, entitlements and other conditions respecting the Property. Buyer shall 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). In no event shall Buyer contact any tenant of the Property nor shall Buyer contact any governmental authority having jurisdiction over the Property without Seller's express written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer shall provide Seller with certificates evidencing the comprehensive general liability insurance policies which shall be maint...
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. Buyer shall have approved all matters affecting the title, condition, feasibility and use of the Property, as disclosed by, among other things, the Books and Records, soil tests, and architectural and structural tests, and other review or inspections Buyer or its advisors elect to make (the “Due Diligence Contingency”). Seller acknowledges that the Due Diligence Contingency described in this Section 4.01(a) is for the benefit of Buyer and that Buyer has the sole discretion to determine whether or not the Due Diligence Contingency has been satisfied or waived. If Buyer determines (in Buyer's sole and absolute discretion) that Buyer is satisfied with the Due Diligence Contingency under this Section 4.01(a), then Buyer shall, prior to expiration of the Contingency Period, deliver a Notice to Seller waiving the contingency under this subsection 4.01(a). If Buyer fails to provide such Notice of satisfaction prior to expiration of the Contingency Period, the Due Diligence Contingency under this subsection 4.01(a) shall be deemed to have not been satisfied or waived and this Agreement shall automatically terminate and the Xxxxxxx Money Note shall be promptly returned to Buyer, and neither Buyer or nor Seller shall have any further obligation under this Agreement.
Due Diligence Contingency. At any time during Due Diligence Period, if BUYER is not satisfied for any reason whatsoever, BUYER shall have the option of canceling this Agreement by written Notice to SELLER and BROKER made no later than the last day of the Due Diligence Period under paragraph 9.1.
Due Diligence Contingency. Due diligence shall be as follows: Owner will provide Offeror with access to the Real Estate upon not less than one (1) business day notice. Owner will also make available to Offeror for its inspection and photocopying, each written and assignable service contract, lease, license, permit, warranty (if assignable), and other agreements relating to same in Owner’s possession which are in effect as of the Effective Date. Commencing on the Effective Date and continuing for a period of seventy-five (75) days after the Effective Date (“Due Diligence Period”), Offeror may perform and complete, at its sole expense, its due diligence review, examination and inspection of all matters pertaining to its acquisition of the Real Estate, including, without limitation, (i) “Phase I,” “Phase II” and other environmental assessments, (ii) soil and boring tests, (iii) topographic, engineering, storm water, traffic, parking and other feasibility and physical studies, (iv) investigations into zoning, permit, and other land-use matters, (v) obtaining all zoning and other governmental approvals and/or permits that Offeror deems necessary or appropriate, in its sole and absolute discretion, in connection with the development of the Real Estate as intended by Offeror, (vi) applying for any tax abatement or other economic development incentives that may be available, (vii) obtaining agreements with applicable utility providers to secure extension of all necessary utilities to the Real Estate, and (viii) any other similar items. Owner will cooperate as reasonably requested by Offeror on any permits, zoning or other governmental approvals needed for Offeror’s intended use of the Real Estate and any tax abatement or economic development incentive benefits pursued by Offeror, by, among other things, executing any required consents or applications that need to be filed. Offeror will at all times conduct such due diligence in compliance with applicable laws, and in a manner so as to not cause damage, loss, cost or expense to Owner or the Real Estate, and Offeror will promptly restore the Real Estate to its condition immediately following such inspections and examinations and will keep the Real Estate free and clear of any mechanic’s liens or other liens in connection with such inspections and investigations. Offeror hereby agrees to indemnify, defend, and hold harmless Owner from and against any and all liabilities, claims, damages, demands, losses, and causes of action (collectively, “Cl...
