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. The expiration date of the Due Diligence Period is extended from September 5, 1997 to and including September 15, 1997.
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 thirty (30) days from the Effective Date (the “Due Diligence Period”) in order to perform its due diligence investigation of the Property, including, without limitation, conducting a physical inspection of the Property (which inspections may include, but shall not be limited to, soils, wetlands, engineering, structural and mechanical studies), confirming that Seller has good and marketable fee simple to the Property, subject to no exceptions other than the Permitted Exceptions, conducting an environmental assessment of the Property (not to include, however, any “Phase II” or other invasive testing without Seller’s prior written consent), confirming the status of zoning and the availability of all utilities, obtaining suitable financing for the Property, having the Property surveyed, reviewing the Solara Lease, service contracts, certificates of occupancy and all other matters deemed appropriate by Buyer and otherwise confirming that the Property is suitable and feasible for Buyer’s intended use in Buyer’s sole discretion. Buyer shall have the right to interview any tenants of the Property. If Buyer determines prior to the expiration of the Due Diligence Period, in Buyer’s sole discretion, that it is not in Buyer’s interest to purchase the Property for any reason, Buyer may terminate this Contract by giving written notice of termination to Seller on or before 5:00 p.m. of the last day of the Due Diligence Period. If Buyer fails to timely give such notice, this Contract shall remain in full force and effect, and the Deposit shall be deemed “earned” by Seller and nonrefundable to Buyer, except in the event of a default by Seller or otherwise as expressly provided herein. If Buyer terminates the Contract in accordance with the foregoing, the Deposit shall be immediately returned to Buyer, and the obligations of the parties to this Contract shall terminate (except for those obligations hereunder which expressly survive such termination). If Buyer does not terminate this Contract, on or prior to the first business day after the expiration of the Due Diligence Period, Buyer shall deposit with Escrow Agent the additional amount of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) (the “Additional Deposit”), after which the aggregate Deposit shall total $350,000.00.
Due Diligence Period. The Parties hereby acknowledge that, as of the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period (the “Due Diligence Period”) beginning on the Effective Date and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision of this Agreement to the contrary, the Purchasers shall have the right to terminate this Agreement by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effect.
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 Buyer: (check one) ☒ - Requires a due diligence period to inspect the finances and agreements of the Business Entity. The decision as to whether the Shares of Stock is suitable for its intended purposes shall be the sole decision of Buyer, determined in the absolute discretion of Buyer, with Buyer’s decision being final and binding upon the Parties. Buyer shall have until July 15th, 2020, at 05:00 ☐ AM ☒ PM to notify Seller of its termination of this Agreement ("Inspection Period"). If the Buyer decides to terminate this Agreement during the Inspection Period, any Deposit made shall be returned to the Buyer. ☐ - Does not require a due diligence period to review the finances and agreements of the Business Entity.
Due Diligence Period. The expiration of the Due Diligence Period, as defined in Section 10(a) of the Contract, is hereby extended to October 31, 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. 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.
