Due Diligence Termination Waiver Clause Samples
A Due Diligence Termination Waiver is a contractual provision that removes or limits a party's right to terminate an agreement based on the results of due diligence investigations. In practice, this means that once the waiver is in effect, a buyer or investor cannot back out of a deal solely because they discover issues or concerns during their review of the target company or asset. This clause is often used to provide greater certainty to the seller by reducing the risk that the transaction will be abandoned due to minor or anticipated findings. Its core function is to promote deal stability and prevent parties from using due diligence as a pretext for withdrawal after negotiations have progressed.
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Due Diligence Termination Waiver. Purchaser acknowledges that it has had the opportunity to perform a feasibility study of the Properties and conduct adequate Due Diligence, including review and approval of the physical and environmental characteristics and condition of the Properties and performance of marketing and feasibility studies, structural and engineering investigations, auditing of books and records of the Properties, and financial analyses prior to the date hereof. Purchaser further acknowledges that this Agreement is entered into without a so called “free look” or other diligence termination right. Purchaser shall have no right to terminate this Agreement, other than in accordance with Article VIII, or to cause any Property to be a Retained Property other than in accordance with Article VI.