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. Purchaser shall have Sixty (60) days from the date Seller delivers the Disclosure Information to determine, in Purchaser's sole and absolute discretion, whether or not Seller's Initials: __________ Purchaser's Initials: __________ {O1117744;9} the Property is suitable and satisfactory for Purchaser's intended use ("Due Diligence Period"). Purchaser may, at Purchaser's sole and absolute discretion, extend the Due Diligence Period up to an additional Thirty (30) days by providing written notice to Seller, prior to the expiration of the initial Thirty (30) days, of Purchaser's intent to extend the Due Diligence Period to conclude its inspection and analysis of the Property as herein provided. If Purchaser so extends the Due Diligence Period, all references herein to "Due Diligence Period" shall refer to the Due Diligence Period as so extended and Purchaser shall pay to Seller at Closing, and in addition to the Purchase Price, the sum of $600.00 per day for each day that the Due Diligence Period is actually extended, up to the maximum Thirty (30) day extension provided herein ("Extra Charge"). If Purchaser elects to extend the Due Diligence Period as provided herein, and concludes its tests and examinations of the Property before expiration of the maximum Thirty (30) day extension period permitted above, Purchaser shall notify Seller of the date that Purchaser actually concluded the Due Diligence Period so that an accurate calculation of the Extra Charge can be made and paid over by Purchaser at the Closing (the "Due Diligence Termination Notice"). If Purchaser elects to extend the Due Diligence Period as permitted above, concludes the Due Diligence Period on or before (as evidenced by Due Diligence Termination Notice) expiration of the maximum Thirty (30) day period, and the Closing (as that term is defined below) occurs less that fifteen (15) days after expiration of the Due Diligence Period, then the Extra Charge shall be reduced by $600.00 per day for each day that the Closing occurs prior to the fifteen (15) day period; provided, however, that said $600.00 per day reduction of the Extra Charge shall not exceed the amount of Extra Charge actually attributable to Purchaser extending the Due Diligence Period.
B. During the Due Diligence Period, Purchaser may conduct any tests and examinations of the Property, at Purchaser's sole cost and expense, which Purchaser deems advisable, including, without limitation, soil boring tests, groundwater samples, geotec...
Due Diligence Period. Property is being sold subject to a Due Diligence Period of days from the Binding Agreement Date. b.
Due Diligence Period. If, in Buyer’s sole and absolute discretion, Buyer desires to proceed with its acquisition of the Property, then Buyer shall deliver written notice to Seller (the “Approval Notice”), no later than the last day of the Due Diligence Period, stating that it approves the Property, in which case the parties shall proceed to complete the Closing (subject to the terms and conditions of this Agreement). If Buyer fails to deliver the Approval Notice on or before the last day of the Due Diligence Period, or if Buyer’s Approval Notice seeks to modify any of the terms or provisions of this Agreement, or if Buyer provides written notice to Seller prior to the expiration of the Due Diligence Period terminating this Agreement in Buyer’s sole and absolute discretion under this Section 3.7 for any reason or for no reason, or if Buyer fails to timely make the Additional Deposit as and when required hereunder, then in any such instance, Buyer will be deemed to have disapproved the Property and to have exercised its right to terminate this Agreement pursuant to this Article 3, in which case this Agreement shall automatically terminate as of the expiration of the Due Diligence Period or such earlier date that Buyer notifies Seller that Buyer has elected to terminate this Agreement under this Section 3.7, and the Deposit (excluding any Independent Consideration) shall be returned to Buyer and neither party shall have any further obligations to the other hereunder except to the extent any such obligations expressly survive the termination of this Agreement. If Buyer timely elects (or is deemed to have elected) to terminate this Agreement, then Buyer shall promptly return all non-public Due Diligence Items to Seller and provide to Seller, promptly after receipt of a written request from Seller (and not before), without any representation or warranty (and subject to the requirements of the issuer of the report), all final and non-proprietary, non-privileged and non-confidential third party reports and studies relating to the Property not previously provided by Buyer to Seller (excluding any internally generated work product) commissioned by or on behalf of Buyer, at no cost to Seller and at no additional cost to Buyer. The foregoing obligation, together with all of Buyer’s obligations under this Article 3 shall survive any termination of this Agreement for a period of twelve (12) months.
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 November 10, 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. Buyer acknowledges that it has been engaged in extensive due diligence prior to the date of this Agreement. Buyer shall have the right, until 5 p.m., local time, on August 31, 2004 (the "Due Diligence Period") to continue to conduct such inspections, studies, and evaluations of the Acquired Assets, as Buyer in Buyer's sole discretion deems necessary, to determine the suitability and fitness of such assets and property for its intended uses by Buyer. During the Due Diligence Period, Buyer shall have reasonable access to (i) the Acquired Assets, (ii) any records, information, or documents relating to the Acquired Assets, and (iii) any governmental agencies having jurisdiction over any matters affecting the Acquired Assets. Seller shall reasonably furnish Buyer with any such records, information, or documents in Seller's possession at the commencement of the Due Diligence Period.
3.3.1 Buyer shall notify Seller in writing, on or before the expiration of the Due Diligence Period, of Buyer's intention to (1) waive this contingency or (2) terminate this Agreement. If Buyer elects to waive this contingency, Buyer shall be deemed to have accepted the Acquired Assets subject to any matters discovered during the Due Diligence Period and "as is where is", and the Deposit shall immediately become completely non-refundable except in the event of (i) Seller's default, or (ii) the non-occurrence of a condition precedent to Buyer's obligation to close contained in paragraph 8 below. If Buyer elects to terminate this agreement (which Buyer may do for any reason during the Due Diligence Period), the Deposit, together with interest earned thereon, shall be returned to Buyer, and thereafter the parties hereto shall have no further liabilities or obligations each to the other.
3.3.2 Nothing contained herein shall prevent the parties from modifying the provisions of this Agreement as a result of matters discovered by Buyer during the Due Diligence Period, provided that any such modification shall be in writing and signed by all parties.
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.