Purchaser’s Due Diligence Clause Samples
The Purchaser’s Due Diligence clause grants the buyer the right to thoroughly investigate and assess the target asset, business, or property before finalizing a transaction. This typically involves reviewing financial records, legal documents, operational information, and other relevant materials provided by the seller, and may include site visits or interviews with key personnel. The core function of this clause is to ensure the purchaser can identify any risks, liabilities, or issues prior to commitment, thereby enabling informed decision-making and reducing the likelihood of post-transaction disputes.
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Purchaser’s Due Diligence. 5.1.1 Subject to the provisions of this Section 5.1, Purchaser and its agents, employees, consultants, inspectors, appraisers, engineers and contractors (collectively “Purchaser's Representatives”) shall have the right, through the Closing Date, from time to time, upon the advance notice required pursuant to this Section 5.1, to enter upon and pass through the Property during normal business hours to examine and inspect the same. Notwithstanding any such inspection, or anything to the contrary contained herein, Purchaser's obligations hereunder shall not be limited or otherwise affected as a result of any fact, circumstance or other matter of any kind discovered following the date hereof in connection with any such inspection, access or otherwise; it being agreed that Seller is permitting Purchaser such right of inspection and access as a courtesy to Purchaser in its preparation for taking title to the Property. Without limiting the generality of the foregoing, (i) Purchaser agrees that it shall not have the right to terminate this Agreement or obtain a reduction of the Purchase Price as a result of any such fact, circumstance or other matter so discovered (including, without limitation, relating to the physical condition of the Property, the operations of the Property or otherwise), except as provided in Section 5.1.4 below and (ii) Purchaser shall have no right to terminate this Agreement or obtain a return of the Deposit except as expressly provided in this Agreement.
5.1.2 In conducting any inspection of the Property or otherwise accessing the Property, Purchaser shall at all times comply with all laws and regulations of all applicable governmental authorities, and neither Purchaser nor any of Purchaser's Representatives shall (i) contact or have any discussions with any of Seller's employees, agents or representatives, or with any tenants (including, without limitation, having any contacts whatsoever with tenants, including but not limited to telephone conversations or electronic mail messages) at, or contractors providing services to, the Property, unless in each case Purchaser obtains the prior written consent of Seller (which may be given via electronic mail), it being agreed that all such contacts or discussions shall, pending any such approval, be directed to C▇▇▇▇ ▇▇▇▇▇▇▇ via electronic mail (at C▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇), (ii) interfere with the business of Seller conducted at the Property or disturb the use or occupancy of any tenant or occupan...
Purchaser’s Due Diligence. The results of Purchaser’s investigations and review of accounting, legal, regulatory, environmental and other due diligence investigations and review shall be satisfactory in all reasonable respects to Purchaser.
Purchaser’s Due Diligence. (a) Seller shall deliver to Purchaser copies (as the same appear in Seller’s files) of the materials in Seller’s possession and control pertaining to the Property, including without limitation those requested by Purchaser, within five (5) Business Days after the Effective Date (the “Delivery Materials”).
(b) Purchaser and Purchaser’s agents, employees, affiliates, consultants, inspectors, appraisers, engineers, and contractors (collectively, “Purchaser’s Consultants”) shall have thirty (30) days from the Effective Date, to make such inquiries and review such documents regarding the market conditions, the financial and physical condition of the Property, environmental matters, zoning, governmental compliance, financing and such other inquiries and documents as Purchaser deemed appropriate in its sole discretion (the “Due Diligence Period”). Purchaser shall have reasonable access to the Property for the purpose of making, at Purchaser’s sole cost and expense, surveys, soil tests, inspections and other investigations upon at least twenty-four (24) hours prior notice to Seller. Purchaser’s rights of access under this Section 6 shall be subject to the following terms and conditions:
(i) there shall be no unreasonable disturbance or interference with Seller’s business at the Property or the use and occupancy of the Property by Seller, any tenants or subtenants at the Property, or their respective guests. Seller may from time to time establish reasonable rules of conduct for Purchaser and Purchaser’s Consultants in furtherance of the foregoing;
(ii) unless otherwise authorized in advance by Seller, such entry shall only be permitted at a time pre-arranged between Purchaser and Seller. Purchaser shall not be permitted on the Property without prior written approval from Seller, which approval shall not be unreasonably withheld;
(iii) neither Purchaser nor any of Purchaser’s Consultants shall contact or have any discussions with: (A) any tenants at, or contractors providing services to, the Property (it being acknowledged by Seller that Purchaser will want to conduct a tenant interview and that Seller will arrange for same), provided that such restriction shall not apply to contact with any such person that is unrelated to the Property; or (B) any governmental authority having jurisdiction over the Property (other than ordinary contact associated with routine due diligence not involving any discussions with governmental officials), unless, in each case, Purchaser ob...
Purchaser’s Due Diligence. Purchaser has previously reviewed and considered the nature of this transaction and has investigated the property and all aspects of the transaction, and Purchaser has determined that the property is satisfactory to Purchaser in all respects and that Purchaser is purchasing the property in “as-is” condition. Purchaser has and will rely solely on Purchaser’s own independent investigations and inspections, and Purchaser has not relied and will not rely on any representation of Seller other than as expressly set forth in this contract, if any. Seller has made no representations nor held out any inducements to Purchaser, and Seller is not and shall not be liable or bound in any manner by any express or implied warranties, guarantees, statements, representations or information pertaining to the Property, except as may be specifically set forth in this contract.
Purchaser’s Due Diligence. Purchaser represents, warrants, covenants and agrees that (a) certain founders and officers of Purchaser were, through and including the Closing Date, long-standing executive officers of Sellers who had access to and were intimately familiar with financial and other material information regarding Sellers; (b) therefore, Purchaser has (i) a preexisting personal or business relationship with the Company or one or more of its officers, directors, or control persons and (ii) by reason of the business or financial experience of Purchaser’s founders, officers, and advisors who are unaffiliated with and who are not compensated, directly or indirectly, by either Seller, Purchaser is capable of evaluating the risks and merits of this investment and of protecting Purchaser’s own interests in connection with the Transaction Documents; (c) Purchaser has received and reviewed all information that Purchaser considers necessary or appropriate for deciding whether to execute, deliver, and perform the Transaction Documents and the transactions contemplated thereby; and (d) Purchaser has had an opportunity to ask questions and receive answers from Sellers and their respective officers and employees regarding the Business, financial affairs and other aspects of Seller and has further had the opportunity to obtain any information (to the extent either Seller possesses or can acquire such information without unreasonable effort or expense) which Purchaser deems necessary to evaluate the Transaction Documents and the transactions contemplated thereby and to verify the accuracy of the representations, warranties, covenants, and agreements set forth in the Transaction Documents and of information otherwise provided to Purchaser.
Purchaser’s Due Diligence. The Purchaser being satisfied with its due diligence investigation into the affairs of the Company.
Purchaser’s Due Diligence. PURCHASER or its representatives have had the opportunity to inspect the PROPERTY, ▇▇▇▇▇ and equipment, conduct an environmental review and has had the opportunity to review SELLER's files and talk to SELLER's personnel concerning the Interests; and that the execution, delivery and performance of this AGREEMENT and the transactions contemplated hereby have been preceded by independent inspection, investigation, verification and due diligence regarding the existence and extent of oil, gas or mineral reserves; the recoverability of and cost of recovering any such reserves; the value of the reserves; any product pricing assumptions; and/or the ability to sell production after Closing.
Purchaser’s Due Diligence. Purchaser shall be allowed to conduct the due diligence prior to purchasing the Real Property after the Effective Date to complete an examination of the Land to perform or to cause to be performed such tests, studies, reviews and examinations as may be deemed necessary or advisable by Purchaser, including, without limitation, title searches, surveys, engineering, environmental studies, Phase I or II investigations, geological tests, and/or soil test reports to be obtained by Purchaser at Purchaser’s sole discretion and sole cost and expense. During the period between the Effective Date and Closing Date, Purchaser, its agents, contractors, and subcontractors shall have the right, at Purchaser’s sole cost and expense, to enter upon the Property at all reasonable times for the purpose of inspecting, surveying, and making or causing to be inspected, surveyed, or made, engineering, soil and geological tests and such other test investigations and studies, including environmental investigations, as Purchaser in its sole business judgment may require.
Purchaser’s Due Diligence. (a) The Purchaser acknowledges that a number of due diligence materials (the “Due Diligence Materials”) have been made available to the Purchaser by way of data room set up by CBRE Limited prior to the Execution Date and prior to Closing, the Vendor shall be permitted to deliver additional Due Diligence Materials and updates to the Due Diligence Materials provided to the Purchaser. In the event that any material updates or any additional material Due Diligence Materials come to the possession of the Vendor from the Execution Date until the Closing Date, the Vendor will make same available to the Purchaser as provided in this Section 3.1.
(b) The Purchaser agrees to maintain the confidentiality of all such Due Diligence Materials so delivered to the Purchaser and to return all physical copies of the same to the Vendor and delete all electronic copies of the same, forthwith, upon demand if the Purchaser and Vendor fail to complete the purchase and sale of the Purchased Shares. This Section 3.1 will survive the termination of this Agreement.
Purchaser’s Due Diligence. Without limiting the representations or warranties of Seller or any other term of this Agreement, in deciding to enter into this Agreement, and, subject to the terms of this Agreement, to consummate the Transactions, Purchaser has relied solely upon its own knowledge, investigation, and analysis (and that of its representatives) and not on any disclosure or representation made by, or any duty to disclose on the part of, Seller, its Affiliates, or any of their representatives, other than the express representations and warranties of Seller set forth in Article III herein and the other terms of this Agreement, which Purchaser is relying on.