Reimbursement of Due Diligence Costs Clause Samples
The "Reimbursement of Due Diligence Costs" clause requires one party to compensate the other for reasonable expenses incurred during the due diligence process of a transaction. Typically, this applies to costs such as legal fees, consultant charges, or travel expenses that arise while investigating the other party’s business, assets, or liabilities. This clause ensures that the party conducting due diligence is not financially disadvantaged if the transaction does not proceed, thereby encouraging thorough investigation and fair negotiation.
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Reimbursement of Due Diligence Costs. If Seller does not receive approval of its limited partners as required by Section 9.3.1 above, then Seller shall reimburse Purchaser for any third party due diligence costs incurred by Purchaser with respect to the MOB Property, but in no event in excess of Thirty Thousand and No/100 Dollars ($30,000.00). As a condition to such reimbursement, Purchaser shall provide Seller with evidence of the amount of such due diligence costs.
Reimbursement of Due Diligence Costs. In the event that the Institutional Investor is or is to be reimbursed by the Seller and/or any of its Affiliates in respect of all or part of the due diligence costs the Institutional Investor incurred or paid in connection with the transaction referred to in Section 7.1(e) or any similar transaction where the Institutional Investor commits to provide financing to the Seller and/or any of its Affiliates, the Seller shall reimburse to the Purchaser, on first written demand from such Purchaser, all or part, prorata to the share of the due diligence costs reimbursed or to be reimbursed by the Seller to the Institutional Investor, of the actual amount of the due diligence costs (including, for the avoidance of doubt, the costs of any financial, legal or technical advisers hired by the Purchaser in the context of such due diligence) incurred or paid by the Purchaser in connection with the Transactions up to Closing Date, plus any value added or similar tax incurred on such due diligence costs to the extent they cannot be recovered.
Reimbursement of Due Diligence Costs. (a) At the time of closing on the First Transaction, URI agrees to reimburse CNLR for CNLR’s actual third party out of pocket costs incurred by CNLR in performing due diligence on the Properties identified in Exhibit C attached hereto; provided, however URI shall have no obligation to reimburse CNLR for such costs for any of the Properties (i) offered for sale to CNLR under the Transactions and timely rejected by CNLR as part of its due diligence under the Sale-Leaseback Documents; or (ii) conveyed to CNLR as part of another Transaction. If CNLR receives reimbursement from URI at the closing of the First Transaction but purchases one or more of the Properties identified on Exhibit C as part of the another Transaction then URI shall be entitled to a credit at closing for such reimbursements.
(b) URI shall have ten (10) business days (the “Lease Review Period”) from the date of this Agreement to obtain confirmation from its internal accounting department and its external auditor that the Lease shall be considered an operating lease and not a capital lease under applicable tax laws, rules, regulations and procedures. Should URI determine that the Lease will be considered a capital lease or should URI be unable to make a determination within the Lease Review Period, then URI may terminate this Agreement and the Purchase Agreement for the first Transaction by providing written notice to CNLR before the end of the Lease Review Period. Should URI fail to deliver a termination notice to CNLR during the Lease Review Period, URI shall have no continuing right under this subsection to terminate this Agreement or any Purchase Agreement. Should URI terminate this Agreement and the Purchase Agreement for the first Transaction during the Lease Review Period, URI shall reimburse CNLR for CNLR’s actual third party out of pocket costs incurred by CNLR on or after November 10, 2004 in performing due diligence on only those Properties in the first Transaction (including reasonable attorney’s fees incurred in reviewing survey, title and other due diligence items on those Properties). The obligations of the parties in this subsection shall survive the termination of this Agreement. [SIGNATURE PAGE FOLLOWS]