Diligence Period. As used herein, the term “Diligence Period” shall mean the 45 day period commencing on the Date of Execution. Within five (5) Business Days following execution of this Agreement, Seller shall deliver to Purchaser all of the Diligence Materials in its possession. All such due diligence items shall be sent to Purchaser at the address set forth in Section 13.4, to the attention of Xxxx Xxx. Seller also shall deliver to Purchaser the Schedules not affixed to this Agreement at execution as required by Section 13.14. Additionally, during the term of this Agreement, Purchaser, its employees, contractors, agents and designees, shall have the right to enter each Facility for the purposes of inspecting and testing the same, and making surveys, mechanical and structural engineering studies, inspecting construction, and conducting any other interviews, investigations and inspections as Purchaser may reasonably require to assess the condition and suitability of the Facility and the Assets; provided, however, that such activities by or on behalf of Purchaser at the Facility shall not materially interfere with the conduct of business at the Facility; and provided further, however, that Purchaser shall indemnify and hold Seller harmless from and against any and all claims or damages to the extent directly resulting from the activities of Purchaser at the Facility (but not claims or damages arising out of the findings of such activities), and Purchaser shall repair any and all damage caused, in whole or in part, by Purchaser and return the Facility to its condition prior to such damage, which obligation shall survive Closing or any termination of this Agreement. Seller shall reasonably cooperate with the efforts of Purchaser and the Purchaser’s representatives to inspect the Facility. Purchaser shall give Seller reasonable notice before entering the Facility, and Seller may have a representative present during any and all examinations, inspections and/or studies at the Facility. Purchaser shall have the unconditional right, for any reason or no reason, to terminate this Agreement by giving written notice thereof to Seller prior to the expiration of the Diligence Period, in which event this Agreement shall become null and void, whereupon Escrow Agent shall refund the Deposit to Purchaser (which obligation and right shall survive such termination), and all rights, liabilities and obligations of the parties under this Agreement shall expire, except as otherwise expressly set ...
Diligence Period. Buyer acknowledges and agrees that the Due Diligence Period has expired, and that Buyer has no further right to terminate the Agreement under Section 6.1(d) thereof.
Diligence Period. (a) Starting on the Effective Date and continuing through the earliest to occur of (i) the third anniversary of the Effective Date, (ii) the earlier termination of this Lease, or (iii) the Rent Commencement Date (such period, the “Diligence Period”), Tenant (and its agents) shall be permitted access to the Premises at reasonable times and upon commercially reasonable notice to Landlord, for purposes of conducting (at Tenant’s expense) any and all investigations or testing of the Premises as Tenant may deem necessary, appropriate or convenient, including without limitation, the surveying or investigation of title, existing or potential use of the Premises, environmental, biological, cultural, historical, tax and appraisal, boundary or geotechnical matters; conducting studies of solar radiation, solar energy and other meteorological data (including the installation and use of meteorological towers and solar energy measurement equipment); conducting soils tests and studies, environmental, endangered/threatened species and archaeological assessments and surveys; investigating and pursuing land use, permitting and energy development regulatory matters.
Diligence Period. Beginning on the date hereof and continuing for a period of 30 days thereafter (the “Diligence Period”), Xxxxx shall have the right to conduct investigations into the Xxxxxxx Deck Property and to terminate this Agreement for any reason. Town Deliverables. On or before the fifth (5th) business day following the date hereof, the Town shall deliver to Xxxxx copies of all of the following (collectively, “Town Deliverables”) to the extent in the possession of Seller or its agents: A complete and correct list of any licenses, leases, or contracts then in effect in connection with the Xxxxxxx Deck Property and copies of all such agreements. The Town’s existing title insurance policy and its most recent survey of the Xxxxxxx Deck Property, including a legal description, if any. All existing engineering, environmental, geotechnical, architectural and property condition reports, studies, drawings and plans with respect to the Xxxxxxx Deck Property. Certificates of occupancy with respect to the Xxxxxxx Deck Property. Independent Investigation. Xxxxx may, during the Diligence Period, inspect and investigate each and every aspect of the Xxxxxxx Deck Property, either independently or through agents, representatives or experts of Xxxxx’x choosing, and may, upon reasonable notice to the Town, access the Xxxxxxx Deck Property for such purpose.
Diligence Period. The Buyer does not require a due diligence period to review the finances, agreements, or any other information of the Business Entity. IX.
Diligence Period. Tesla will work with you for 60 days following your order (the “Diligence Period”) to provide a site- specific preliminary design, delivery schedule, identify any interconnection requirements and update the Scope of Work (if needed), as described in Section 6.
Diligence Period. By 5:00 p.m. Eastern Time on November 18, 2016 (said time and date, the “Contingency Date”), Primary Purchaser (acting on behalf of it and Parallel Purchaser) shall determine whether the Sale Interest and Parallel Sale Interest are suitable to purchase in Primary Purchaser’s sole and absolute discretion. Primary Purchaser (acting on behalf of it and Parallel Purchaser) shall have the right, for any or no reason, to terminate this Agreement on or before the Contingency Date by delivering written notice thereof to Seller (and Escrow Agent), in which event the Deposit and all interest earned thereon shall be promptly returned to Primary Purchaser and no party shall have any liability to the others under this Agreement except for the obligations under this Agreement that expressly survive termination. If Primary Purchaser does not timely deliver such notice, Primary Purchaser shall be deemed to have waived its right to terminate the Agreement under this Section 5.1 and, except as otherwise specifically set forth herein, the Deposit shall be non-refundable to Primary Purchaser. This Section 5.1 shall survive termination of this Agreement.
Diligence Period. The defined term “Diligence Period,” as such term is set forth in the Summary of Terms and in the Definitions sections of the Agreement, shall be and hereby is amended to mean the period beginning on the Effective Date and ending at 5:00 p.m. local time in Phoenix, Arizona on March 25, 2019.
Diligence Period. The Purchaser shall have until 5:00 p.m. prevailing EST on June 17, 2009 (such period, the “Diligence Period”) in which to conduct its confirmatory due diligence. During such Diligence Period, the Purchaser and its accountants, attorneys, consultants, agents and advisers shall be permitted to review the premises, facilities, Books and Records and contracts of the Sellers, and to (i) conduct interviews with the Sellers’ senior management regarding the business, operations, financial condition and results of operations of the Sellers and their Affiliates and (ii) conduct additional due diligence on the employees, customers and suppliers of the Sellers. The Purchaser shall have the right, at any time during the Diligence Period, at the Purchaser’s sole discretion and without any Liability or obligation on the part of the Purchaser, to terminate this Agreement by providing written notice to ParentCo of such termination. If the Purchaser fails to deliver such written notice prior to the end of the Diligence Period, then the Purchaser shall have no further right to terminate this Agreement under this paragraph.
Diligence Period. 21 ARTICLE XVI NONCOMPETITION AGREEMENT.............................................21 16.1 NONCOMPETITION AGREEMENT....................................21 ARTICLE XVII
