Due Diligence Period; Deliveries by Seller; Buyer’s Termination Right Sample Clauses

Due Diligence Period; Deliveries by Seller; Buyer’s Termination Right. Buyer shall have until 5:00 P.M. (PST) on December 17, 2012 (the “Due Diligence Period”) within which to perform and conduct any and all of Buyer’s due diligence investigations, reviews, studies and inspections pertaining to the purchase of the Property, as Buyer may elect in its sole discretion. Within five (5) days after the Opening of Escrow, Seller shall deliver or make available to Buyer for inspection, those documents, information and reports reasonably requested by Buyer in the diligence checklist attached hereto as Schedule I which are in Seller’s possession or control (including, copies of the most recent appraisals dating back no further than 2007 for the Property to the extent that they are in Seller’s possession) (collectively, the “Due Diligence Materials”). The Due Diligence Materials do not (and are not required to) include (a) any documentation or information which Seller must keep confidential, (b) any items which are protected by any attorney-client privilege, (c) any purchase and escrow agreements and correspondence pertaining to Seller’s acquisition of the Property, (d) any documents pertaining to any potential acquisition of the Property by any past or prospective purchaser, (e) any reports prepared by Seller or any affiliate of Seller solely for the internal use of Seller, and (f) any proprietary information not relating to the physical or financial condition of the Property. At Closing, Seller shall also execute the audit representation letter attached hereto as Schedule II and shall permit Buyer’s auditors to conduct an audit of Seller’s operations at the Property for the year of Closing and the two (2) years prior thereto subject to any qualifications required to make the representation letter true and correct. Buyer shall conduct such audit within sixty (60) days of the Closing. Notwithstanding the foregoing, it shall not in and of itself be deemed a default by Seller under this Agreement if Seller does not deliver or make available any Due Diligence Material to Buyer unless Seller willfully fail to deliver or make available any Due Diligence Material. Buyer has the right, at any time up to and including the day on which the Due Diligence Period is to expire, to terminate this Agreement for any reason in Buyer’s sole discretion upon written notice to Seller and Escrow Holder. If Buyer fails to terminate this Agreement as provided in this Section 3.2, Buyer shall, subject to all of the other terms and conditions set forth in this A...
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Related to Due Diligence Period; Deliveries by Seller; Buyer’s Termination Right

  • 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, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement.

  • Closing Deliveries by Seller At the Closing, Seller shall deliver to Purchaser:

  • Closing Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller:

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver or cause to be delivered to Seller:

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Buyer’s Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver to Seller the following:

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

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