Due Diligence Notice Sample Clauses

Due Diligence Notice. A Notice from Developer stating either: (a) Developer’s unconditional acceptance of the condition of the Property; (b) Developer’s conditional acceptance of the condition of the Property, describing in reasonable detail the actions Developer reasonably believes are necessary to allow Developer to unconditionally accept the condition of the Property; or (c) Developer’s rejection of the condition of the Property.
Sample 1
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Due Diligence Notice. Developer shall complete all Due Diligence Investigations within the Due Diligence Period at Developer’s sole cost and expense. Developer shall not conduct any intrusive or destructive testing on the Property, other than low volume soil samples, without City’s prior written consent. Developer shall pay all of Developer’s vendors, inspectors, surveyors, consultants, or agents engaged in any inspection or testing of the Property, such that no mechanics liens or similar liens for work performed are imposed upon the Property by any of Developer’s vendors, inspectors, surveyors, consultants, or agents. Following the conduct of any Due Diligence Investigations on the Property, Developer shall restore the Property to substantially the Property’s condition before the conduct of the Due Diligence Investigations. Developer shall Indemnify City against all Claims arising from or relating to Developer’s Due Diligence Investigations regarding the Property. Developer shall provide City with evidence of Liability Insurance (defined in Section‌ 1.2 of EXHIBIT G) before the commencement of any Due Diligence Investigations on the Property. Developer shall send a Due Diligence Notice to City during the Due Diligence Period. If Developer fails to send the Due Diligence Notice to City within the Due Diligence Period, Developer will be deemed to reject the condition of the Property.
Sample 1
Due Diligence Notice. At the Closing, Buyer Parent and Buyers shall deliver to Seller a written notice identifying any fact within Buyers' Knowledge, whether as a result of their due diligence investigation in connection with the transactions contemplated by this Agreement or otherwise, that causes a representation or warranty of Seller Parent or Seller contained in this Agreement not to be true and correct as of a date and to the extent required to be true and correct hereunder. If Buyer Parent or Buyers fail to comply with the provisions of this Section 7.2, the fact that is within Buyers' Knowledge, but is not disclosed by Buyer Parent or Buyers shall be deemed to have been disclosed by Seller and Seller Parent to the Buyer Parent and Buyers as a qualification to the applicable representations and warranties of Seller Parent and Seller, and none of Buyer Parent and Buyers shall be entitled to assert any claim as a result of or in connection with the failure of Seller Parent or Seller to disclose the same (whether pursuant to Article XI or otherwise), it being understood that any such claim is hereby irrevocably waived by each of Buyer Parent and Buyers.
Sample 1
Due Diligence Notice. The Due Diligence Notice required by Section 4(d)(iii) of the Agreement is hereby deemed to have been given by Purchaser indicating Purchaser’s election to consummate the purchase of the Properties in accordance with the terms of the Agreement.
Sample 1
Due Diligence Notice. Tenant shall indemnify, defend and hold Landlord harmless from and against any loss, damage, liability, suit, claim, cost or expense (including legal fees and costs) resulting from the exercise by Tenant of its rights of physical investigation or entry. In performing its examinations and inspections of the Premises, Tenant shall minimize any interference with Landlord’s use of the Premises and shall not interfere with the quiet enjoyment of the residents of the Facility. Tenant shall provide Landlord with proof of insurance covering risks on the Premises prior to Tenant accessing the Premises. Tenant will name Landlord as an additional insured on said policy. In addition, Tenant agrees to not actively solicit to hire any of Landlord’s personnel employed at the Facility for a period of one (1) year after the Effective Date unless Tenant commences occupancy of the Premises and payment of rent. The limitation on hiring Landlord’s personnel shall not apply to Tenant’s hiring of anyone who responds to a general public solicitation for employment.
Sample 1
Due Diligence Notice. 6 ARTICLE III
Sample 1
Due Diligence Notice. Buyer shall have thirty-five (35) days from the Execution Date (the "Notice Date") to notify Seller in writing of any matters pertaining to (i) the presence or release of Hazardous Materials on the Properties, (ii) the violation of any zoning laws pertaining to the Properties, and (iii) any violations of the Americans with Disabilities Act (the "ADA") arising from any improvements or renovations performed by Seller after the passage of the ADA ("Buyer's Due Diligence Notice"). Buyer's Due Diligence Notice shall describe the nature of the concern arising from Buyer's due diligence review and shall include any supporting documentation that may be necessary for Seller to fashion an appropriate cure for the matter referenced in said notice. Within fifteen (15) days after receipt of Buyer's Due Diligence Notice, Seller shall advise Buyer in writing that Seller will either remedy, discharge, repair, remediate, insure over or cure said matters referenced in Buyer's Due Diligence Notice. Alternatively, Seller may notify Buyer that it will indemnify Buyer with regard to such matters in accordance with Paragraph 3.6. BUYER ACKNOWLEDGES THAT SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS OF ANY KIND OR CHARACTER WHATSOEVER WITH RESPECT TO THE PROPERTIES, WHETHER EXPRESSED OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND AS LIMITED BY THE INFORMATION PROVIDED IN BUYER'S DUE DILIGENCE NOTICE. FURTHERMORE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE AND DOES NOT MAKE, AND BUYER HEREBY DISCLAIMS THE EXISTENCE OF OR RELIANCE UPON, ANY IMPLIED WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER HEREBY REPRESENTS THAT IT IS NOT RELYING UPON ANY WARRANTIES, PROMISES, GUARANTEES, OR REPRESENTATIONS MADE BY SELLER OR ANYONE ACTING OR CLAIMING TO ACT ON BEHALF OF SELLER IN PURCHASING THE PROPERTIES, OTHER THAN THE WARRANTIES SET OUT IN THE DEEDS OR THIS AGREEMENT.
Sample 1
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Related to Due Diligence Notice

  • Due Diligence Materials The information heretofore furnished by the Seller to the Purchaser for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Seller to the Purchaser will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading.

  • Due Diligence Review Prior to the filing of the Registration Statement the Company shall make available for inspection and review by the Investor, advisors to and representatives of the Investor, any underwriter participating in any disposition of the Registrable Securities on behalf of the Investor pursuant to the Registration Statement, any such registration statement or amendment or supplement thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement.

  • Due Diligence Session Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 Trading Days), and at each Representation Date, the Company will conduct a due diligence session, in form and substance, reasonably satisfactory to the Manager, which shall include representatives of management and Accountants. The Company shall cooperate timely with any reasonable due diligence request from or review conducted by the Manager or its agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate corporate officers and the Company’s agents during regular business hours, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request. The Company shall reimburse the Manager for Manager’s counsel’s fees in each such due diligence update session, up to a maximum of $2,500 per update, plus any incidental expense incurred by the Manager in connection therewith.

  • 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.

  • Due Diligence Cooperation The Company will cooperate with any reasonable due diligence review conducted by the Agent or its representatives in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Agent may reasonably request.

  • Due Diligence Fees Borrower agrees to pay a due diligence fee equal to Ten Thousand and No/100 United States Dollars (US$10,000) which shall be due and payable in full on the Closing Date, or any remaining portion thereof shall be due and payable on the Closing Date if a portion of such fee was paid upon the execution of any term sheet related to this Agreement. Lender acknowledges the receipt of Two Thousand Five Hundred and No/100 United States Dollars (US$2,500) from Borrower of such fee upon the execution of the term sheet.

  • Due Diligence Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

  • Due Diligence Fee Company shall pay the Investor a non-refundable due diligence fee of Five Thousand Dollars ($5,000) upon submission of the due diligence documents to the Investor.

  • Buyer’s Due Diligence Prior to Closing, Buyer shall have the right to perform due diligence at the property, including without limitation commissioning an appraisal of the Property, a survey, and a property condition assessment. Buyer may obtain a survey of the Property before the Closing to assure that there are no defects, encroachments, overlaps, boundary line or acreage disputes, or other such matters, that would be disclosed by a survey ("Survey Problems"). The cost of the survey, appraisal and property condition assessment shall be paid by the Buyer. Not later than , Buyer shall notify Seller of any Survey Problems, and any such Survey Problem which shall prevent the issuance of title clear of any encroachment shall be deemed a defect in the title to the Property. Seller shall be required to remedy any such defects within days prior to the Closing. If Seller is unwilling or unable to remedy any such defects, Buyer shall have the right to cancel this Agreement, in which event Buyer shall receive a full refund of the Deposit.

  • Due Diligence Items Buyer’s Due Diligence shall consist of Buyer’s review and approval of the contents of the Seller Disclosures referenced in Section 7, and any other tests, evaluations and verifications of the Property deemed necessary or appropriate by Buyer, such as: the physical condition of the Property; the existence of any hazardous substances, environmental issues or geologic conditions; the square footage or acreage of the land and/or improvements; the condition of the roof, walls, and foundation; the condition of the plumbing, electrical, mechanical, heating and air conditioning systems and fixtures; the condition of all appliances; the costs and availability of homeowners’ insurance and flood insurance, if applicable; water source, availability and quality; the location of property lines; regulatory use restrictions or violations; fees for services such as XXX xxxx, municipal services, and utility costs; convicted sex offenders residing in proximity to the Property; and any other matters deemed material to Buyer in making a decision to purchase the Property. Unless otherwise provided in the REPC, all of Buyer’s Due Diligence shall be paid for by Buyer and shall be conducted by individuals or entities of Buyer's choice. Seller agrees to cooperate with Buyer’s Due Diligence. Buyer agrees to pay for any damage to the Property resulting from any such inspections or tests during the Due Diligence.

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