Common use of Due Diligence Matters Clause in Contracts

Due Diligence Matters. (a) Within the sixty (60) day period beginning on the date of the execution of the Agreement (“the Due Diligence Period”), Purchaser shall have been provided an opportunity to access Seller’s records and information related to financial, legal, company (including minutes of member meetings provided that Seller is permitted to redact any discussion regarding the Litigation), marketing, employee relations, regulatory and environmental, and to consult with officers and employees of Seller in order that Purchaser shall be fully satisfied with the Assets and Seller’s Business. During the Due Diligence Period, Purchaser shall also have an opportunity to investigate matters related to leasing of the premises and licensing with the appropriate governmental authorities. If at the end of the Due Diligence Period, if any material items relative, but not limited, to, (i) Seller’s employees or employment matters, and/or (ii) Other Objections, then the Due Diligence Period with respect to such matters may be extended to the Closing Date. In the event that Purchaser, needs additional time to investigate other matters, provided that Purchaser has been diligently pursuing its due diligence investigation, then the Due Diligence Period with respect to such matters may be extended to the Closing Date upon good cause shown and with Seller’s consent, which shall not be unreasonably withheld. (b) Notwithstanding anything contained herein to the contrary, the Parties acknowledge that the Schedules and Exhibits to the Agreement have not been finalized as of the date of the execution of this Agreement. Seller reserves the right to amend and supplement the Schedules and Exhibits through the Closing Date. In the event that the Schedules or Exhibits are amended and supplemented by the Seller after fifteen (15) days from the date of this Agreement, the Due Diligence Period shall be extended or reopened, as the case may be, and Purchaser shall be granted a period of time reasonable under the circumstances for further opportunity to investigate matters related to the amendments made to the Schedules or Exhibits. Prior to the Closing Date, in the event that Purchaser determines, for any reason, that it does not desire to acquire the Assets, Purchaser shall deliver written notice to Seller of its intention not to close this transaction, and this Agreement may be terminated in accordance with Section 10.1.