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) Seller and Purchaser hereby acknowledge that, as of the Effective Date, Purchaser has not yet had an opportunity to conduct due diligence and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. In order to enable Purchaser to commence its due diligence review in a timely and efficient manner, Seller agrees to deliver to Purchaser all items identified on Purchaser’s preliminary due diligence checklist attached hereto as Exhibit B (the “Preliminary Due Diligence Checklist”) to the extent in Seller’s possession or control on or before the date five (5) business days after the Effective Date (the “Diligence Delivery Date”). Purchaser may reasonably supplement the Preliminary Due Diligence Checklist as Purchaser deems appropriate, and Seller shall provide to Purchaser such supplemental items as may be in Seller’s possession or control (at no cost to Seller) within five (5) business days after written request by Purchaser. To the extent Seller has any of the items on the Preliminary Due Diligence Checklist in electronic format, Seller shall send true, correct and complete copies of those items to Purchaser via the internet. To the extent Seller has items on the Preliminary Due Diligence Checklist in hardcopy, but not in electronic format, Seller shall make true, complete and correct copies of those items and deliver them to Purchaser via overnight courier.
(b) For the period (as such period may be extended pursuant to Section 4.10(b) or (c) below, the “Due Diligence Period”) commencing on the Effective Date and continuing until 5:00 p.m. CT on the fortieth (40th) business day thereafter, Purchaser shall have the right to terminate this Agreement in the event Purchaser, in Purchaser’s sole discretion, is not satisfied with the Assets for any reason. If Purchaser does not deliver notice (in accordance with the provisions of this Agreement) to Seller on or before 5:00 p.m. CT on the last day of the Due Diligence Period that Purchaser will elect to proceed to Closing, then this Agreement shall automatically terminate, the Deposit shall be refunded to Purchaser, and the parties shall thereafter be released from all further duties and obligations under this Agreement. If Purchaser elects to proceed to Closing as set forth in this Section 1.7, then this Agreement shall remain in full force and effect, and the Deposit shall become non-refundable, except as otherwise provided herein.
(c) It is the intention of Se...
Due Diligence Period. Property is being sold subject to a Due Diligence Period of days from the Binding Agreement Date. b.
Due Diligence Period. Buyer shall have until 5:00 p.m. (EST) on the date which is sixty (60) days after the Effective Date (“Due Diligence Period”) in which to conduct its due diligence and all inquiries and investigations with respect to the Property as may be determined by Buyer in its sole discretion and at its sole cost and expense. If Buyer fails to provide written notice of its intent to terminate this Agreement prior to expiration of the Due Diligence Period, then notwithstanding anything to the contrary, the parties agree that this Agreement may thereafter only be cancelled by Buyer upon a default by Seller hereunder and Buyer shall be obligated to proceed to Closing (as defined herein), any and all contingencies to Closing shall be deemed to be waived by Buyer hereunder and the Deposits shall be non-refundable except in case of Seller’s default hereunder. During the Due Diligence Period, Buyer and its officers, employees, agents, advisors, accountants, attorneys and engineers shall have the right to enter upon the Property at reasonable times after written notice to Seller for purposes of inspection and examination of the Property (including environmental testing) and otherwise perform whatever tasks reasonably necessary or deemed appropriate by Buyer in its sole discretion. Buyer covenants and agrees that it will not materially disrupt or interfere with any tenants (including their use and/or enjoyment of the Property) or Seller’s operations of the Property during such inspections and investigations thereof. At any time prior to the expiration of the Due Diligence Period, Buyer shall have the right to terminate this Agreement by written notice to Seller, whereupon the Initial Deposit shall be returned to Buyer and the parties hereto shall be relieved of all liabilities and obligations under this Agreement except to the extent expressly provided in this Agreement to the contrary. Within five (5) business days of any termination of this Agreement, Buyer shall return to Seller all reports and other information that Seller provided Buyer for purposes of conducting its due diligence. Failure of Buyer to deliver notice of termination to Seller prior to expiration of the Due Diligence Period shall constitute Buyer's acceptance of the Property and a waiver of Buyer's right to terminate pursuant to this Section 4. Within ten (10) business days after the Effective Date, Seller shall provide Buyer, for information purposes only, those documents and agreements listed on Exhibit “...
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 3, 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 due diligence period Due Diligence Period shall expire thirty (30) days after the Effective Date. During the Due Diligence Period, Seller shall cooperate with Buyer to submit a Behavioral Health Certificate of Need Application or necessary equivalent for adult and/or pediatric in-CON HCA. Seller makes no representation or warranty that the CON will be submitted during the Due Diligence Period, and ▇▇▇▇▇ acknowledges and agrees that this Agreement is not contingent upon a CON submission during the Due Diligence Period. During the Due Diligence Period, the Buyer shall only contact or speak with (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Chief Operations Officer, (ii) ▇▇▇ ▇▇, Chief Financial Officer, (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Chief Revenue Officer, (iv) ▇▇▇▇▇▇ ▇▇, Chief Medical Advisor, and (v) any Employee mutually agreed to in writing after the Effective Date Approved Employee. During the Due Diligence Period, (i) the Buyer shall satisfy itself that the title, condition, compliance, and regulatory assessment of PropCo and OpCo are acceptable, and (ii) the Seller shall use commercially Initially, Seller shall deliver the following due diligence items to Buyer within five (5) business days of the Effective Date:
a. PropCo rent roll, listing all tenants occupying or leasing any portion of PropCo, including copies of the applicable leases.
b. Copies of unaudited financial statements of PropCo and OpCo for the first quarter of 2023 and full year 2022, in conformity with generally accepted accounting principles, and a complete list of existing accounts receivable. Prior to Closing, Seller shall provide to Buyer an updated list of existing accounts receivable.
c. Copies of all material operating agreements of PropCo and OpCo, including vendor agreements, medical plans, and insurance agreements.
d. Copies of all material surveys, environmental reports, inspection reports, certificates of occupancy/permits, utility bills, notices of violations received in the past two (2) years.
e. A list of employees or independent contractors of PropCo and OpCo, including name, position (including whether full-time or part-time), hire date, current annual base compensation, incentive-based compensation, and a description of the fringe benefits provided to each such individual as of the Effective Date. In addition to the foregoing, Seller hereby agrees that Buyer and its appointed agents or independent contractors Agents shall have, prior to Closing, the right and privilege of access to the physical locat...
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.