Common use of Buyer’s Due Diligence Clause in Contracts

Buyer’s Due Diligence. As used in this Contract, the term “Buyer’s Due Diligence” collectively refers to Xxxxx’s inspection and review of the Seller’s Disclosures, inspection of the property, and review of any of the documents obtained by Xxxxx as described in Section 8. Buyer acknowledges and agrees that in reference to the physical condition of the Property: (a) Buyer is purchasing the Property in its “As-Is” condition without expressed or implied warranties of any kind, except as referenced in Section 10 herein; (b) Buyer shall have, during Buyer’s Due Diligence, an opportunity to completely inspect and evaluate the condition of the Property; and (c) if based on the Buyer’s Due Diligence, Buyer elects to proceed with the purchase of the Property, Xxxxx is relying wholly on Xxxxx’s own judgment and that of any contractors or inspectors engaged by Xxxxx to review, evaluate and inspect the Property, except as referenced in Section 10 herein. If by the end of the Buyer’s Due Diligence Deadline Buyer does not cancel this Contract as provided herein; or (b) Buyer does not deliver a written objection to Seller regarding any Buyer's Due Diligence; or (c) the Parties have not agreed in writing to extend the Closing Date, it shall be deemed that Buyer has completed review and/or approved of each item required by the Buyer's Due Diligence; and the Contingencies not objected to as required herein shall be deemed as completely and unconditionally waived by Xxxxx. Between the Effective Date and the Closing Date, Buyer may pursue any and all entitlements with applicable governmental and quasi-governmental authorities for Buyer’s intended use of the Property, and Seller agrees to reasonably cooperate with Buyer related thereto, provided that Buyer may not definitively bind the Property with any entitlements without Seller’s prior written consent, which consent shall not be unreasonably conditioned, delayed, or withheld.

Buyer’s Due Diligence. As used Seller has heretofore provided Buyer with (a) a Rent Roll with respect to those Leases in this Contracteffect as of the last day of the June, 2014, and (b) the Financial Data. Within three (3) business days after the Execution Date, to the extent not previously provided, Seller shall, at the sole expense of Seller, deliver to Buyer (in electronic format to the extent feasible) and updated Rent Roll and the documents listed on Schedule 1 attached hereto other than any Confidential Materials (the “Seller Deliveries”). In addition, during the Due Diligence Period (A) Seller will make or cause to be made available to Buyer for copying, at Buyer’s sole cost and expense, the term Leases and any other on-site property files of Seller and Seller’s property manager (other than Confidential Materials) and (B) will allow Buyer’s Representatives and Buyer’s consultants and contractors and the respective agents and employees of Buyer's consultants and contractors (collectively, the “Entering Parties”) access to the Real Property upon reasonable prior notice at reasonable times for the purpose of conducting non-invasive physical tests and inspections of the Real Property; provided (i) such access does not unreasonably interfere with the operation of the Real Property or the rights of tenants, (ii) Buyer shall coordinate with Seller and Seller’s property manager prior to each visit to the Property by any Entering Parties; (iii) the Entering Parties shall not contact any tenant; (iv) except as otherwise set forth below, after the expiration of the Due Diligence Period Buyer’s Representatives shall not be permitted to perform any further testing or other physical evaluation of the Real Property prior to Closing; and (v) Seller or its designated representative shall have the right to pre-approve and be present during any physically invasive testing of the Real Property, and to be present during any other testing or entry by any Entering Parties. Upon the completion of any tests or inspections, Buyer hereby agrees to immediately restore, at Buyer’s sole cost and expense, the Property to the same condition existing immediately prior to Buyer’s exercise of its rights pursuant to this Agreement, provided that in no event shall Buyer have any obligation to restore the Property or repair any damage to the Property that is not caused (including by exacerbation) by Buyer or Buyer’s Consultants. The provisions of the preceding sentence shall survive after the termination of this Agreement until April 7, 2015. Prior to such time as any Entering Parties enter the Property, Buyer shall (i) obtain or cause each of its consultants or contractors to obtain a policy of commercial general liability insurance with limits of not less than $1,000,000 combined single limit for personal injury and property damage, which policy of insurance shall name Seller and Seller’s property manager as additional insureds and shall be issued by an insurance company reasonably acceptable to Seller, and (ii) provide Seller with certificates of insurance evidencing such insurance policy, which certificate shall provide for ten (10) days prior written notice to Seller of cancellation or material change in such insurance policy. Notwithstanding the foregoing to the contrary, in the event additional inspections or non-invasive testing is either required by Buyer’s lender or otherwise reasonably requested by Buyer following expiration of the Due Diligence Period, Seller shall permit Buyer to access the Property for such purpose following at least one (1) business day prior notice from Buyer together with the reason for such requested access. LEGAL02/34919558v5 All tests and inspections of the Real Property shall be at Buyer’s sole expense and shall be in accordance with applicable Laws. Buyer shall cause each of Buyer’s Representatives to be aware of the terms of this Agreement as it relates to the conduct of Buyer’s Due Diligence” collectively refers to Xxxxx’s inspection Diligence and review the obligations of the Seller’s Disclosures, inspection of the property, and review of any of the documents obtained by Xxxxx as described in Section 8such parties hereunder. Buyer acknowledges and agrees that shall keep the Real Property fully protected against liens of every character arising out of or in reference to the physical condition of the Property: (a) Buyer is purchasing the Property in its “As-Is” condition without expressed or implied warranties of any kind, except as referenced in Section 10 herein; (b) Buyer shall have, during connection with Buyer’s 's Due Diligence, an opportunity to completely inspect and evaluate . In the condition of the Property; and (c) if based event that a lien is placed on the Real Property or any part thereof as a result of Buyer’s 's Due Diligence, Buyer elects shall immediately notify Seller of such lien. Buyer shall take action, at Buyer's expense, to proceed with have any such lien removed or discharged from the purchase of Real Property within thirty (30) days after the Property, Xxxxx is relying wholly on Xxxxx’s own judgment and that of any contractors or inspectors engaged by Xxxxx to review, evaluate and inspect the Property, except as referenced in Section 10 hereinfiling thereof. If by the end of the Buyer’s Due Diligence Deadline Buyer does not cancel this Contract as provided herein; shall fail to so remove or discharge such lien within such thirty (b30) Buyer does not deliver a written objection to day period, Seller regarding any Buyer's Due Diligence; or (c) the Parties have not agreed in writing to extend the Closing Datemay, it shall be deemed that Buyer has completed review and/or approved of each item required by the Buyer's Due Diligence; and the Contingencies not objected to as required herein shall be deemed as completely and unconditionally waived by Xxxxx. Between the Effective Date and the Closing Date, Buyer may pursue any and all entitlements with applicable governmental and quasi-governmental authorities for Buyer’s intended use of the Property, and Seller agrees to reasonably cooperate with Buyer related thereto, provided that Buyer may not definitively bind the Property with any entitlements without Seller’s prior written consent, which consent but shall not be unreasonably conditionedobligated to, delayeddischarge the same either by paying the amount claimed to be due or by procuring the discharge of such lien by depositing in court a bond in the amount ordered by the court or in such other manner as is or may be permitted by law, and Buyer shall reimburse and indemnify Seller in respect thereof. Buyer, for itself and all of the other Entering Parties, hereby waives and releases Seller and each of the Seller Parties from all claims resulting directly or withheldindirectly from entrance upon or inspection of the Real Property by any Entering Parties (other than due to the sole negligence or willful misconduct of any Seller Parties). This waiver and release shall survive the termination of this Agreement or the Closing (as applicable).

Buyer’s Due Diligence. As used Buyer may engage in this Contractdue diligence analysis with respect to the Premises. With prior notice to Seller, Buyer, its employees, agents, representatives and independent contractors shall have the term “right to enter upon the Premises at any reasonable time during normal business hours to perform such tests, measurements, inspections and other activities (including without limitation soil, mine subsidence and environmental explorations) of the Premises that Buyer desires to make at Buyer’s Due Diligence” collectively refers sole cost and expense; provided with respect to Xxxxx’s inspection and review of the Seller’s Disclosures, inspection of the property, and review of any of the documents obtained by Xxxxx as described in Section 8. Buyer acknowledges and agrees that in reference to the physical condition of the Property: (a) Buyer is purchasing the Property in its “As-Is” condition without expressed or implied warranties of any kind, except as referenced in Section 10 herein; (b) drilling activities Buyer shall have, during Buyer’s Due Diligence, an opportunity to completely inspect and evaluate the condition of the Property; and (c) if based on the Buyer’s Due Diligence, Buyer elects to proceed with the purchase of the Property, Xxxxx is relying wholly on Xxxxx’s own judgment and that of any contractors or inspectors engaged by Xxxxx to review, evaluate and inspect the Property, except as referenced in Section 10 herein. If by the end of the Buyer’s Due Diligence Deadline Buyer does not cancel this Contract as provided herein; or (b) Buyer does not deliver a written objection to Seller regarding any Buyer's Due Diligence; or (c) the Parties have not agreed in writing to extend the Closing Date, it shall be deemed that Buyer has completed review and/or approved of each item required by the Buyer's Due Diligence; and the Contingencies not objected to as required herein shall be deemed as completely and unconditionally waived by Xxxxx. Between the Effective Date and the Closing Date, Buyer may pursue any and all entitlements with applicable governmental and quasi-governmental authorities for Buyer’s intended use of the Property, and Seller agrees to reasonably cooperate with Buyer related thereto, provided that Buyer may not definitively bind the Property with any entitlements without obtain Seller’s prior written consent. In addition, Buyer may conduct such other due diligence with respect to the Premises as Buyer, in its sole discretion, deems reasonable including, without limitation, the size and location of utilities, zoning and other applicable government documentation. If Buyer determines that the Premises is not acceptable to Buyer in Buyer’s sole discretion, then Buyer shall have the right to terminate this Contract as provided in Section 11(c). The Buyer’s satisfaction of itself of the matters set forth in this Section 10 shall be done for the Buyer’s own account and not as a representative or agent of the Seller. Further, the Buyer shall forever fully protect, defend and hold the Seller harmless from all reasonable losses, costs, damages, attorneys’ fees and expenses of every kind and nature whatsoever which consent shall not be unreasonably conditionedthe Seller may suffer, delayedexpend or incur and which arise out of, relate to, or withheld.are in any way connected with the Buyer’s due diligence activities pursuant to this Section 10. Further, the Buyer shall, within seven (7) days of recordation, pay and discharge of record or bond over all mechanics’ and materialmen’s liens which

Buyer’s Due Diligence. As used Buyer acknowledges that, except for the matters that are expressly covered by the provisions of this Agreement, Buyer is relying on its own investigation and analysis in this Contract, entering into the term “Buyer’s Due Diligence” collectively refers to Xxxxx’s inspection Transaction Documents and review of the Seller’s Disclosures, inspection of Transactions. Buyer is an informed and sophisticated participant in the propertyTransactions and has undertaken such investigation, and review has been provided with and has evaluated such documents and information, as it has deemed necessary in connection with the execution, delivery and performance of any of the documents obtained by Xxxxx as described in Section 8this Agreement. Buyer acknowledges that it is acquiring the Business without any representation or warranty, express or implied, by Seller or any of its Affiliates except as expressly set forth herein. In furtherance of the foregoing, and agrees not in limitation thereof, Buyer acknowledges that in reference no representation or warranty, express or implied, of Seller or any of its advisors, including, without limitation, Wachovia Securities Inc., or any of their respective Affiliates or representatives, with respect to the physical condition of the Property: Business, including, without limitation, (a) Buyer is purchasing the Property information set forth in its “As-Is” condition without expressed or implied warranties of any kindthe Confidential Information Memorandum relating to the Business dated June 2002, except as referenced in Section 10 herein; (b) any other information provided to Buyer shall have, during Buyer’s Due Diligence, an opportunity pursuant to completely inspect and evaluate the condition of the Property; and (c) if based on the Buyer’s Due Diligence, Buyer elects to proceed with the purchase of the Property, Xxxxx is relying wholly on Xxxxx’s own judgment and that of any contractors Confidentiality Agreement or inspectors engaged by Xxxxx to review, evaluate and inspect the Property, except as referenced in Section 10 herein. If by the end of the Buyer’s Due Diligence Deadline Buyer does not cancel this Contract as provided herein; or (b) Buyer does not deliver a written objection to Seller regarding any Buyer's Due Diligence; 8.15 or (c) any financial projection or forecast delivered to Buyer with respect to the Parties have not agreed in writing to extend revenues or profitability which may arise from the operation of the Business either before or after the Closing Date, shall (except as otherwise expressly represented to in this Agreement) form the basis of any claim against Seller or any of its advisors including, without limitation, Wachovia Securities Inc., or any of their respective Affiliates or representatives with respect thereto or with respect to any related matter. With respect to any projection or forecast delivered by or on behalf of Seller to Buyer, Buyer acknowledges that (x) there are uncertainties inherent in attempting to make such projections and forecasts, (y) the accuracy and correctness of such projections and forecasts may be affected by information which may become available through discovery or otherwise after the date of such projections and forecasts and (z) it shall be deemed that is familiar with each of the foregoing. Buyer has completed review no knowledge of any facts and/or approved of each item required by the Buyer's Due Diligence; and the Contingencies not objected to as required herein shall be deemed as completely and unconditionally waived by Xxxxx. Between the Effective Date and the Closing Date, Buyer may pursue circumstances that would make any and all entitlements with applicable governmental and quasi-governmental authorities for Buyer’s intended use of the Property, representations and warranties of Seller agrees contained in Article V untrue or misleading. Nothing contained in this Section 6.09 will be construed as a waiver of a defense to reasonably cooperate with Buyer related thereto, provided that Buyer may not definitively bind the Property with any entitlements without Seller’s prior written consent, which consent shall not be unreasonably conditioned, delayed, or withheldclaims for fraud.

Buyer’s Due Diligence. As used in this ContractOn or before July 30, 2015 (the term “Buyer’s Due Diligence” collectively refers to Xxxxx’s inspection and review Diligence Expiration Date”), Buyer shall have completed its due diligence investigation of the Seller’s DisclosuresProperty and shall have approved or disapproved such matters as Buyer deems appropriate in its sole and absolute discretion with respect to the Property, inspection of the property, and review of including without limitation any of the documents obtained by Xxxxx as described in Section 8. Buyer acknowledges and agrees that in reference items related to the physical condition of the Property: (a) Buyer is purchasing the Property in its “As-Is” condition without expressed or implied warranties of any kind, except as referenced in Section 10 herein; (b) Buyer shall have, during Buyer’s Due Diligence, an opportunity to completely inspect and evaluate the condition of the Property; and (c) if based on the Buyer’s Due Diligence, Buyer elects to proceed with the purchase of the Property, Xxxxx is relying wholly on Xxxxx’s own judgment and that of any contractors or inspectors engaged by Xxxxx to review, evaluate and inspect the Property, except as referenced in Section 10 herein. If by the end of the Buyer’s Due Diligence Deadline Buyer does not cancel this Contract as provided herein; or (b) Buyer does not deliver a written objection to Seller regarding any Buyer's Due Diligence; or (c) the Parties have not agreed in writing to extend the Closing Date, it shall be deemed that Buyer has completed review and/or approved of each item required by the Buyer's Due Diligence; and the Contingencies not objected to as required herein shall be deemed as completely and unconditionally waived by Xxxxx. Between the Effective Date and the Closing Date, Buyer may pursue any and all entitlements with applicable governmental and quasi-governmental authorities suitability for Buyer’s intended use purpose. Notwithstanding anything in this Agreement to the contrary, Buyer shall have the right until 6:00 p.m. Pacific Time on the Due Diligence Expiration Date, to elect in its sole and absolute discretion, by giving written notice to Seller and Escrow Holder, (A) to terminate this Agreement, or (B) to confirm its satisfaction with the Property and intent to close the transaction pursuant to the terms of this Agreement (the “Approval Notice”). Buyer’s failure to give the Approval Notice shall be deemed an election to terminate this Agreement. Upon Buyer’s election, or deemed election, to terminate this Agreement under this Section 3(b), this Agreement shall be deemed cancelled, the Deposit shall be released by Escrow Holder to Buyer immediately upon written demand by Buyer, after which neither party shall have any further obligations to the other under this Agreement, except those that are specifically stated to survive the termination of this Agreement. Concurrently with delivering the Approval Notice, if at all, Buyer shall notify Seller in writing whether Buyer desires to assume any of the PropertyBank Debt or pay off any of the Agency Debt. If Buyer delivers the Approval Notice but does not notify Seller in writing whether Buyer desires to assume any of the Bank Debt or pay off any of the Agency Debt, then Buyer shall be deemed to have elected to pay off all of the Bank Debt and Seller agrees to reasonably cooperate with Buyer related thereto, provided that Buyer may not definitively bind the Property with any entitlements without Seller’s prior written consent, which consent shall not be unreasonably conditioned, delayed, or withheldAgency Debt.

Buyer’s Due Diligence. As used in this ContractFor purposes of assisting the Buyer to conduct an appropriate inquiry into the investment merits of the Stock ("due diligence"), the term “Buyer’s Due Diligence” collectively refers to Xxxxx’s inspection Company will provide the Buyer with certain financial and review other information about the Company, its securities, the market in which the Company's securities trade, the Company's products/services, prospects, management, results of operations, financial condition and otherwise in respect of the Seller’s Disclosures, inspection of the property, and review of any of the documents obtained by Xxxxx as described in Section 8. Buyer acknowledges and agrees that in reference to the physical condition of the Property: (a) Buyer is purchasing the Property in its “As-Is” condition without expressed or implied warranties of any kind, except as referenced in Section 10 herein; (b) Buyer shall have, during Buyer’s Due Diligence, an opportunity to completely inspect and evaluate the condition of the Property; and (c) if based on the Buyer’s Due Diligence, Buyer elects to proceed with "risks" attending the purchase of the Property, Xxxxx is relying wholly on Xxxxx’s own judgment and that of any contractors or inspectors engaged by Xxxxx to review, evaluate and inspect the Property, except as referenced in Section 10 herein. If Stock by the end Buyer as provided for and contemplated by this Agreement as described on the schedule attached hereto and incorporated herein as Exhibit B ("Due Diligence Materials"). After the Buyer has had the opportunity to review such Due Diligence Materials, the Buyer will be provided the opportunity to conduct such other and further due diligence as the Buyer (and, possibly or at the Buyer's election, his offeree representative) shall deem appropriate under the circumstances for purposes of the Buyer’s Due Diligence Deadline 's consummation of the subject stock purchase transaction at the Closing, including without limitation the submission by the Buyer does not cancel this Contract as provided herein; or (b) of written questions to the Company, interviews with the Company's management, a tour of the Company's corporate offices and production facility in Pomona, California, demonstration of the Company's products/services, communication with the Company's commercial bank, outside professionals and vendors/suppliers/customers. When and if the Buyer does not deliver a written objection has performed such due diligence to Seller regarding any its sole and exclusive satisfaction, then the Buyer may proceed to consummate the subject purchase transaction at the Closing. Completion of the Buyer's Due Diligence; due diligence to the Buyer's (including, possibly or at the election of the Buyer, the Buyer's offeree representative) sole satisfaction and election shall be a condition to the Buyer's obligation to consummate the stock purchase transaction and the Closing under this Agreement (c) and, in the Parties have event that the Buyer has not agreed previously notified the Company in writing as to extend the satisfactory completion of such due diligence, the consummation of the stock purchase transaction at the Closing Date, it by the Buyer shall constitute final and conclusive confirmation by the Buyer to the Company and otherwise that such due diligence has in fact been finally and fully so completed). Costs/expenses associated with the due diligence conducted by the Buyer shall be deemed that Buyer has completed review and/or approved the responsibility of each item required and be paid by the Buyer's Due Diligence; . The Buyer hereby acknowledges to the Company its awareness that the purchase of and an investment in the Contingencies not objected to as required herein shall be deemed as completely and unconditionally waived by Xxxxx. Between the Effective Date and the Closing Date, Buyer may pursue any and all entitlements with applicable governmental and quasi-governmental authorities for Buyer’s intended use securities of the PropertyCompany, and Seller agrees including the Stock which is the subject of this Agreement, is subject to reasonably cooperate with Buyer related thereto, provided that Buyer may not definitively bind the Property with any entitlements without Seller’s prior written consent, which consent shall not be unreasonably conditioned, delayed, or withheldsubstantial risk. 6.