Due Diligence Period Clause Samples
The Due Diligence Period clause establishes a specific timeframe during which a party, typically a buyer, is permitted to investigate and assess the subject of a transaction, such as real estate or a business. During this period, the buyer may review documents, conduct inspections, and verify information to ensure the asset meets their requirements and expectations. This clause is essential for providing the buyer with an opportunity to identify any issues or risks before finalizing the deal, thereby reducing uncertainty and facilitating informed decision-making.
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Due Diligence Period. (a) During the period (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, ...
Due Diligence Period. (a) Buyer will have a period commencing on the Effective Date and ending at 6:00 PM Pacific Time on June 30, 2015 (the “Due Diligence Period”) to examine, inspect, and investigate the Property and, in Buyer’s sole judgment and discretion, to determine whether Buyer desires to purchase the Property. Buyer shall submit a notice to Seller confirming Buyer has received all Property Information. If Seller fails to provide all necessary documents to Buyer within 30 days of the Effective Date, Buyer may terminate this Agreement.
(b) Buyer may terminate this Agreement for any or no reason by giving written notice of such termination to Seller on or before the last day of the Due Diligence Period. If this Agreement is terminated pursuant to this Section 7, the Deposit shall be immediately refunded to Buyer, and neither party shall have any further liability or obligation to the other under this Agreement except for the indemnity provisions set forth in Section 7(c) of this Agreement and any other provision of this Agreement that is expressly intended to survive the termination of this Agreement. In the event this Agreement is terminated during the Due Diligence Period, Escrow Holder shall return Buyer’s Deposit immediately and Seller shall not cause Escrow Holder to delay the return of the Deposit to Buyer for any reason. If Buyer does not elect to exercise its right to terminate this Agreement during the Due Diligence Period, then Buyer shall notify Seller of Buyer’s intention to acquire the Property before the expiration of the Due Diligence Period. If Buyer does not, before the expiration of the Due Diligence Period, either affirmatively notify Seller of its desire to acquire the Property or send a termination notice to Seller, then Buyer will be deemed to have elected to terminate this Agreement. If Buyer elects to proceed to purchase the Property, and this Agreement is not terminated or deemed terminated before the expiration of the Due Diligence Period, then the Deposit shall be non-refundable except in the event of a default hereunder by Seller.
(c) Subject to the rights of tenants under the Leases, Seller will provide to Buyer reasonable access to the Property for the purpose of examining any or all aspects thereof, including conducting on a non-destructive basis, surveys, architectural, engineering, non-invasive geo-technical and environmental inspections and tests, and any other inspections, studies, or tests reasonably required by Buyer. Buyer shall give...
Due Diligence Period. The Parties hereto acknowledge that Buyer, as of the Agreement Date, has not yet had an opportunity to fully review, examine, and evaluate all aspects of the Company and its business, as among other things, the schedules to this Agreement have not been completed and attached to this Agreement (the “Schedules”). The Company and the Shareholder hereby agree to provide the completed Schedules to the Buyer no later than ten (10) Business Days after the Agreement Date (the “Schedule Delivery Date”). In connection with the delivery of the completed Schedules, the Company and Shareholder shall certify that the representations and warranties provided in connection with such Schedules are true and correct as of the Schedule Delivery Date. In the event the Company and Shareholder do not deliver the completed and certified Schedules to the Buyer by the Scheduled Delivery Date, then Buyer shall have the right to terminate this Agreement at any time prior to the delivery of the completed and certified Schedules to the Buyer. The Company and Shareholder hereby agree that Buyer and its representatives shall have the right to conduct reasonable due diligence review of the Company as limited below, including, but not limited to have the Company’s assets appraised by a third party and to have the financials of the Company reviewed and audited, and if, on or prior to 6:00 p.m., ET, on the date that is thirty (30) days after the Schedule Delivery Date (the “Due Diligence Expiration Date”). The due diligence review will not include individualized or line-item information, trade secrets, business plans, un-redacted customer contracts, and/or direct access to any supplier(s), vendor(s), employee(s), or customer(s) information (“Due Diligence Limitations”) until after the Due Diligence Expiration Date or the contingency herein has been waived. For clarification, the Seller shall make available redacted customer contracts so that Buyer may verify, among other things, the payment terms, the termination provisions, the term of such contracts and the assignability provisions thereof. In the event that the Buyer wishes access beyond the Due Diligence Limitations prior to the Due Diligence Expiration Date, the waiver of the due diligence contingency herein, or the Buyer’s waiver of right not to cancel the transaction under the loan contingency, then the Company and Buyer will negotiate in good faith an appropriate restrictive covenant agreement containing standard non-disclosure, non-s...
Due Diligence Period. Property is being sold subject to a Due Diligence Period of days from the Binding Agreement Date. b.
Due Diligence Period. The expiration date of the Due Diligence Period is extended from September 5, 1997 to and including September 15, 1997.
Due Diligence Period. The expiration of the Due Diligence Period, as defined in Section 10(a) of the Contract, is hereby extended to October 20, 2017.
Due Diligence Period. Buyer shall have a period of sixty (60) days following the Contract Date to complete its examination of the Property in accordance with this Section 3 (the “Due Diligence Period”).
Due Diligence Period. Buyer shall have from the Effective Date until April 29, 2011 (such period being the “Due Diligence Period”) to physically inspect the Property, review the economic data, conduct appraisals, perform examinations of the physical condition of the Improvements, and to otherwise conduct such due diligence review of the Property in accordance with the terms hereof and a review all of the items to be furnished by Seller to Buyer pursuant to Section 3.3, and all records and other materials related thereto as Buyer deems appropriate.
Due Diligence Period. The Buyer shall have fourteen (14) calendar days from the day escrow opens as a “Due Diligence Period” to investigate and conduct studies on the Property. During this period, Buyer shall have an opportunity to investigate and inspect all aspects of the Property, subject to the provisions of Paragraph 13 hereof, and determine, in the Buyer’s sole and absolute discretion, whether or not to acquire the Property pursuant to the terms and conditions set forth herein. Any studies undertaken by Buyer during the Due Diligence Period will be at Buyer’s expense. Buyer shall have the right to review any title reports, surveys, toxic and soil studies and all other correspondence and documents relating to the Property that are in CITY’s possession. CITY agrees that if additional documentation relating to the Property comes into CITY’s possession after expiration of the Due Diligence Period, CITY shall provide copies of such documents promptly to Buyer. Buyer acknowledges that CITY makes no representation or warranty whatsoever as to the accuracy or completeness of any information provided to Buyer or made available to Buyer under this paragraph.
Due Diligence Period. A period of time commencing on the Effective Date and ending at 5:00 p.m., California time, on February 10, 2015.”