Due Diligence Reviews. Except for title and survey matters (which shall be governed by the provisions of Section 4.1 above), Purchaser shall have until 5:00 p.m. (Eastern time) on October 14, 2010, TIME BEING OF THE ESSENCE (the period of time commencing upon the date hereof and continuing through and including such time on such date being herein called the “Due Diligence Period”) within which to perform and complete all of Purchaser’s due diligence examinations, reviews and inspections of all matters pertaining to the purchase of the Property, including all leases and service contracts, and all physical, environmental and compliance matters and conditions respecting the Property (collectively, the “Investigations”), which Investigations shall at all times be subject to Purchaser’s compliance with the provisions of this Section 4.2. During the Due Diligence Period, Seller shall provide Purchaser with reasonable access to the Property upon reasonable advance notice and shall also make available to Purchaser, at the offices of Seller and/or the property manager of the Property, access to such leases, service contracts, and other contracts and agreements with respect to the Property in Seller’s possession as Purchaser shall reasonably request, all upon reasonable advance written notice; provided, however, in no event shall Seller be obligated to make available (1) any document or correspondence which would be subject to the attorney- client privilege; (2) any document or item which Seller is contractually or otherwise bound to keep confidential; (3) any documents pertaining to the marketing of the Property for sale to prospective purchasers; (4) any internal memoranda, reports or assessments relating to the Property; (5) appraisals of the Property whether prepared internally by Seller or Seller’s affiliates or externally; or (6) any documents which Seller considers confidential or proprietary. Any entry upon the Property and all Investigations shall be made or performed during Seller’s normal business hours and at the sole risk and expense of Purchaser, and shall not interfere with the activities on or about the Property of Seller, its tenants and their employees and invitees. Purchaser shall:
Due Diligence Reviews. (a) The term "
Due Diligence Reviews. Commencing prior to the Effective Date and ending on or before 5:00 PM (Pacific Time) on April 8, 2011 (the “Due Diligence Period”), Buyer has had, and shall have, the opportunity to review and investigate the Property, in Buyer’s sole discretion, which review and investigation may include, without limitation, the following matters:
Due Diligence Reviews. (a) Buyer may, to the extent it deems appropriate, conduct, at its sole cost, such title examination or investigation, and other examinations and investigations, as it may choose to conduct with respect to the Properties. Should, as a result of such examinations and investigations, or otherwise, matters come to Buyer's attention which would constitute "Defects" (as below defined), and should there be one or more of such Defects which Buyer is unwilling to waive and close the transaction contemplated hereby so long as such Defects exist, Buyer shall notify JN E&P in writing of such Defects no later than December 15, 2000. To be effective, Buyer's notice of Defects (herein called a "Defect Notice") must include (i) a brief description of the matter constituting the Defect so asserted, (ii) the title opinion, other reports of experts, or other documentation on which Buyer's assertion of a Defect is based, (iii) such supporting documents reasonably necessary for Sellers (or a title attorney retained by Sellers) to verify the existence of any such Defect, and (iv) Buyer's estimate of the diminution in the sum to be paid at Closing resulting from such alleged Defect. Such Defects of which Buyer so provides notice are herein called "Asserted Defects". All matters which would constitute Defects with respect to which Buyer fails to so give JN E&P notice will be deemed waived for all purposes.
Due Diligence Reviews. Prior to the Closing Date, Virata, on the one hand, and RSA Communications and Stockholder, on the other hand, directly or through their respective representatives, will provide each other with an opportunity to review the properties, books and records of the other party and its financial and legal condition to the extent the reviewing party deems necessary or advisable to familiarize itself with such properties and other matters; provided, however, -------- ------- that such review shall not affect the accuracy of the representations and warranties made in this Agreement or the remedies of any party for breaches of those representations and warranties. All information obtained pursuant to such due diligence examination shall be kept confidential and subject to the terms of this Agreement and the terms of the Mutual Nondisclosure Agreement, executed February 24, 1998, previously executed by Virata, RSA Communications and Stockholder.
Due Diligence Reviews. Homburg shall have until 5:00 p.m. (Eastern time) on April 25, 2007, TIME BEING OF THE ESSENCE (the period of time commencing upon the date hereof and continuing through and including such time on such date being herein called the “Due Diligence Period”), within which to complete its due diligence examinations of the Properties (the “Investigations”), which Investigations shall at all times be subject to Homburg’s compliance with the provisions of this Section 6 and Section 7 hereof. Any entry upon any Property and all Investigations shall be made or performed during Cedar’s normal business hours and at the sole risk and expense of Homburg, and shall not interfere with the activities on or about any Property, its tenants and their employees and invitees. During the Due Diligence Period, Cedar shall provide Homburg with reasonable access to the Existing Cedar Properties and, subject to the terms of this Section 6, the Contract Properties upon reasonable advance notice for the sole purpose of performing the Investigations with respect thereto. In connection with the foregoing, Homburg shall:
Due Diligence Reviews. The Purchaser shall, in its sole discretion, be satisfied with its business, accounting, sales, legal and real estate due diligence reviews referred to in Section 7.6 hereof.
Due Diligence Reviews. Except for title and --------------------- survey matters (which shall be governed by the provisions of Section 4.1 above), and subject to the provisions hereinafter set forth, Buyer shall have until 5:00 p.m. (Chicago time) Friday, July 28, 2006 (the period beginning on the date hereof and ending on such date being herein called the "Due Diligence Period") within which to perform and complete all of Buyer's due diligence examinations, reviews and inspections of all matters pertaining to the purchase of the Property, including all permits, licenses, management agreements, leases, service contracts, and all physical, environmental and compliance matters and conditions respecting the Property. During the Due Diligence Period, Seller shall provide Buyer with reasonable access to the Property (subject to this Section 4.2.1) upon reasonable advance notice and shall also make available to Buyer (to the extent in Seller's possession or control) and shall instruct its Manager to make available to Buyer such leases, service contracts and other information relating to the operation of the Property as Buyer shall reasonably request, all upon reasonable advance notice. In no event, however, shall Seller be obligated to make available any attorney-client work product or privileged documents or documents in breach of confidentiality agreements or any internal memoranda, correspondence, analyses, documents or reports prepared by or for Seller for its internal use in connection with this Agreement, the transaction contemplated by this Agreement, the acquisition of the Property by Seller (other than any property condition, compliance, engineering, third party inspection or environmental reports pertaining to the Property), and appraisals or other valuations of the Property in the possession or control of Seller. Buyer shall promptly commence, and shall diligently and in good faith pursue, its due diligence review hereunder.
Due Diligence Reviews. (i) During the period from the Execution Date through the Closing Date, Ampersand and Acquisition Sub shall be given the opportunity by AccuMed, at all reasonable times during normal business hours, to conduct a due diligence review of AccuMed and its business operations, which shall include but not be limited to, a review of all books and records and the opportunity to talk to such employees and contract counterparties as the parties shall reasonably agree upon, and, at the same time, AccuMed will be given the opportunity by Ampersand and Acquisition Sub to conduct a similar due diligence review of Ampersand and Acquisition Sub and their respective business operations.
Due Diligence Reviews. Buyer represents and warrants that it has completed its due diligence review of the PIP and the Property and is satisfied with the results thereof. Notwithstanding the foregoing, between the date hereof and the Closing Date, Seller shall provide Buyer with reasonable access to the Property (subject to this Section 4.1) upon reasonable advance notice and shall also make available to Buyer (to the extent in Seller’s possession) such leases, service contracts and other non-proprietary information relating to the operation of the Property as Buyer shall reasonably request, all upon reasonable advance notice. In no event, however, shall Seller be obligated to make available any proprietary or confidential EXECUTION VERSION
