Buyer’s Due Diligence definition

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.
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Examples of Buyer’s Due Diligence in a sentence

  • 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.

  • Buyer's obligation to purchase the Property: [ ] IS [ ] IS NOT conditioned upon Buyer’s Due Diligence as defined in this Section 8.1(a) below.

  • If Buyer fails to cancel the REPC or fails to resolve in writing with Seller any objections Buyer has arising from Buyer’s Due Diligence, as provided in Section 8.1(b), Buyer shall be deemed to have waived the Due Diligence Condition, and except as provided in Sections 8.2(a) and 8.3(b)(i), the Xxxxxxx Money Deposit shall become non-refundable.

  • Although Buyer may continue to investigate the Property following the expiration of the Due Diligence Period, Buyer’s failure to deliver a Termination Notice to Seller prior to the expiration of the Due Diligence Period will constitute a waiver by Buyer of any right to terminate this Contract based on any matter relating to Buyer’s Due Diligence.

  • If Seller fails to materially comply with any of Seller’s obligations under this Paragraph 8 or Seller materially breaches this Contract, and Buyer elects to terminate this Contract as a result of such failure or breach, then the Earnest Money Deposit and the Due Diligence Fee shall be refunded to Buyer and Seller shall reimburse to Buyer the reasonable costs actually incurred by Buyer in connection with Buyer’s Due Diligence without affecting any other remedies.

  • If legal proceedings are brought by Buyer against Seller to recover the Earnest Money Deposit, the Due Diligence Fee and/or the reasonable costs actually incurred by Buyer in connection with Buyer’s Due Diligence, the prevailing party in the proceeding shall be entitled to recover from the non-prevailing party reasonable attorney fees and court costs incurred in connection with the proceeding.

  • If Buyer is not satisfied with the results or progress of Buyer’s Due Diligence, Buyer should terminate this Contract, PRIOR TO THE EXPIRATION OF THE DUE DILIGENCE PERIOD, unless Buyer can obtain a written extension from Seller.

  • Therefore, Buyer’s obligation to complete the purchase of the Property is conditioned upon the satisfactory completion, in Buyer’s discretion, of Buyer’s Due Diligence, including, without limitation, Buyer’s examination, at Buyer’s sole expense, of zoning and land use matters, environmental matters, real property title matters, and the like, as applicable.

  • Seller hereby grants to Buyer and Buyer’s employees, contractors and agents, upon reasonable notice, a nonexclusive revocable license to enter upon the Property, at Buyer’s sole risk, to conduct Buyer’s Due Diligence during the Due Diligence Period.

  • At its sole discretion and expense, Buyer may elect to engage a consulting firm to prepare a Natural Hazards Report to ascertain whether or not the Property is subject to any natural hazards as listed above during Buyer’s Due Diligence Period.

Related to Buyer’s Due Diligence

  • Due Diligence At any time prior to the Closing Date, the Underwriters have the right to inspect the Asset Files and the related loan origination procedures and to confirm the existence of the related manufactured homes or mortgaged properties to ensure conformity with the Final Prospectus and the Prospectus Supplement.

  • Customer Due Diligence means a process which involves establishing the identity of a client, the identity of the client’s beneficial owners in respect of legal persons and monitoring all transactions of the client against the client’s profile;

  • Due Diligence Period has the meaning set forth in Section 4.1(a).

  • Due Diligence Review shall have the meaning as set forth in Section 2.5.

  • Due Diligence Materials means the information to be provided by Seller to Purchaser pursuant to the provisions of Section 4.1 hereof.

  • Due Diligence Examination shall have the meaning set forth in Section 3.2.

  • Due Diligence Fee means $35,000, which fee has been paid to Lender as of the Closing Date, and shall be deemed fully earned and non-refundable on the Closing Date regardless of the early termination of this Agreement.

  • Due Diligence Request means the due diligence request letter from Xxxxxxx and Xxxxxx LLP, counsel to the Purchaser, dated March 6, 2024.

  • Due Diligence Information means any information supplied to the Supplier by or on behalf of the Customer prior to the Call Off Commencement Date;

  • Buyers has the meaning set forth in the preamble.

  • Buyer’s Representatives has the meaning set forth in Section 6.02.

  • Sellers has the meaning set forth in the preamble.

  • Due Diligence Service Provider As defined in Section 12.13(l) of this Agreement.

  • professional diligence means the standard of skill and care that a Member would be reasonably expected to exercise towards a Client, commensurate with-

  • Project Buyer means the City’s employee assigned to serve as the contact person for Bidders/Sellers responding to Invitations For Bid or completing contracts herein.

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • Buyer has the meaning set forth in the preamble.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Buyer Representatives shall have the meaning set forth in Section 6.4(a).

  • Seller Representatives has the meaning set forth in Section 5.8(a).

  • Seller has the meaning set forth in the Preamble.

  • Seller Ancillary Documents means any agreement or other instrument, other than this Agreement, but including the Commercial Agreements, to be executed and delivered by a Seller or an Affiliate thereof in connection with the transactions contemplated hereby.

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Buyer’s Solicitors means Xxxxxx Xxxxxxx LLP of 0 Xxx Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX;

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Selling Parties shall have the meaning specified in the preamble.