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. Buyer shall have until 5 p.m. Alaska Standard Time on the date that is thirty (30) days after the Effective Date (the “Due Diligence Period”), within which to satisfy itself as to the Property and its condition and suitability for Buyer’s intended use (the “Inspection Contingency”). In consideration of the foregoing, Seller shall cooperate in good faith to provide to Buyer any written information in Seller’s possession relevant to the sale of the Property regarding the condition thereof, and any other documentation or information related to the Property reasonably requested by Buyer, to the extent not already disclosed in connection with the Invitation to Bid. Prior to the expiration of the Due Diligence Period, Buyer may terminate this Agreement at any time by delivering written notice thereof to Seller. If this Agreement has not previously been terminated in accordance with the preceding sentence, on or prior to the expiration of the Due Diligence Period, Buyer may give written notice to Seller that it waives the Inspection Contingency. Upon waiver by Buyer of the Inspection Contingency, the Xxxxxxx Money Deposit shall become nonrefundable, except as otherwise expressly provided in this Agreement. If this Agreement has not previously been terminated in accordance with this Section 3.1, Buyer shall be deemed to have waived the Inspection Contingency and thereafter the Xxxxxxx Money Deposit shall not be refunded to Buyer except as otherwise expressly provided in this Agreement. If this Agreement is terminated pursuant to this Section 3.1, Seller shall return the Xxxxxxx Money Deposit to Buyer, and, if requested by Seller, Buyer shall immediately destroy or return all information provided to Buyer in connection with Buyer’s due diligence, and neither party shall have any further rights or obligations under this Agreement except those that expressly survive termination of this Agreement.
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 will, at Buyer's expense and within ___ days from Effective Date ("Due Diligence Period"), determine whether the Property is suitable, in Buyer's sole and absolute discretion, for Buyer's intended use and development of the Property as specified in Paragraph 4. During the Due Diligence Period, Buyer may conduct any tests, analyses, surveys and investigations ("Inspections") which Buyer deems necessary to determine to Buyer's satisfaction the Property's engineering, architectural, environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision regulations; soil and grade; availability of access to public roads, water, and other utilities; consistency with local, state and regional growth management and comprehensive land use plans, availability of permits, government approvals and licenses; compliance with American with Disabilities Act; absence of asbestos, soil and groundwater contamination; and other inspections that Buyer deems appropriate to determine the suitability of the Property for Buyer's intended use and development. Buyer shall deliver written notice to Seller prior to the expiration of the Due Diligence Period of Buyer's determination of whether or not the Property is acceptable. Buyer's failure to comply with this notice requirement shall constitute acceptance of the Property in its present "as is" condition. Seller grants to Buyer, its agents, contractors and assigns, the right to enter the Property at any time during the Due Diligence Period for the purpose of conducting inspections; provided, however, that Buyer, its agents, contractors and assigns enter the Property and conduct inspections at their own risk. Buyer shall indemnify and hold Seller harmless from losses, damages, costs, claims and expenses of any nature, including attorneys' fees at all levels, and from liability to any person, arising from the conduct of any and all inspections or any work authorized by Buyer. Buyer will not engage in any activity that could result in a mechanic's lien being filed against the Property without Seller's prior written consent. In the event this transaction does not close, (1) Buyer shall repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conducting the Inspections, and (2) Buyer shall, at Buyer's expense, release to Seller all reports and other work generated as a result of the Inspections. Should Buyer deliver timely ...
Due Diligence Period. Buyer, and/or its agents, members, partners, related and affiliated entities, employees, representatives, consultants, contractors, successors or assigns (collectively, “Buyer’s Agents”), shall have until 5:00 p.m., Pacific Time, on the date that is sixty (60) days after the Effective Date (the “Due Diligence Period”) in which to examine, inspect, and investigate the Property, and to determine whether the purchase of the Property is satisfactory to Buyer, in its sole and absolute discretion. If Buyer does not give Seller and Escrow Holder written notice of Buyer’s election to proceed with this Agreement (the “Election Notice”) prior to the expiration of the Due Diligence Period, then Buyer shall be deemed to have elected to terminate this Agreement, in which case Escrow Holder shall immediately return the Initial Deposit to Buyer, this Agreement shall terminate and neither Party shall have any further obligation to the other hereunder, except as provided in paragraph 4.2 below and except for the waivers, releases, Information (as defined below), indemnity and insurance obligations of the Buyer and Seller that are stated to survive the termination of this Agreement (the “Surviving Obligations”). In such event, Buyer shall deliver to Seller all information, materials and data (collectively, the “Information”) that Buyer and/or its Agents discover, obtain or generate in connection with or resulting from Buyer’s investigation of the Property (including, without limitation, any Inspection conducted pursuant to paragraph 4.2 below), other than internal analyses produced by Buyer of a proprietary nature or matters subject to the attorney-client privilege, and neither Buyer nor Seller shall thereafter have any further rights or obligations under this Agreement unless expressly provided otherwise herein. The Information shall be delivered to Seller on an “as-is with all faults basis” and without any representation or warranty as to the accuracy or completeness thereof.
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 20, 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”).
