Buyer’s Inspections and Due Diligence Sample Clauses

Buyer’s Inspections and Due Diligence. Buyer acknowledges that for a period which commences on the Effective Date and expiring at 5:00 p.m. Pacific Time on June 16, 2003, subject to extension as hereinafter provided (as extended, if applicable, the "Due Diligence Period"), Buyer shall conduct such examinations, inspections, tests, studies and investigations (hereinafter, "Due Diligence") of the Property, information regarding the Property and such documents applicable to the Property as Seller is to deliver or make available as set forth in Section 3.2 below, as Buyer deems necessary or desirable, in its sole discretion, in order to determine the feasibility of the Property for Buyer's purchase. Seller acknowledges that prior to the Effective Date, Seller has delivered to Buyer copies of all documents referenced on Exhibit "L" attached hereto (the "Diligence List") (but excluding Excluded Items).From and after the Effective Date, promptly following Buyer's requests made from time to time, Seller shall deliver to Buyer such additional information and documents with respect to the Property as Buyer may request so long as such documents are in Seller's possession or control; provided, however, that such deliveries of additional information shall not affect the Due Diligence Period. Except for any limitations pursuant to Section 3.3 below, Buyer may conduct Due Diligence of the Property as it deems necessary or appropriate, and examine and investigate to its full satisfaction all facts, circumstances and matters relating to the Property (including the physical condition and use, availability and adequacy of utilities, access, zoning, compliance with applicable laws, environmental conditions, engineering and structural matters), title, survey matters, and any other matters it deems necessary or appropriate for purposes of consummating this transaction. Any Due Diligence shall be at Buyer's sole cost and expense (except as specifically provided in this Agreement).
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Buyer’s Inspections and Due Diligence. Buyer acknowledges that for a period commencing on the date of the execution of this Agreement and expiring at 5:00 p.m. Pacific Time on the sixtieth (60th) day thereafter (the "Due Diligence Period"), Buyer shall conduct, its examinations, inspections, testing, studies and investigations (herein collectively called the "Due Diligence") of the Property, information regarding the Property and such documents applicable to the Property as Seller is to deliver or make available as set forth in Section 3.2 below. Except for any limitations as may be imposed by Section 3.3 below, Buyer may conduct such due diligence activities, inspections, and studies of the Property as it deems necessary or appropriate, and examine and investigate to its full satisfaction all facts, circumstances, and matters relating to the Property (including the physical condition and use, availability and adequacy of utilities, access, zoning, compliance with applicable laws, environmental conditions, mechanical and other systems, engineering and structural matters and exploration of rights to develop additional building(s) and parking on the Property), title, survey matters, and any other matters it deems necessary or appropriate for purposes of consummating this transaction. The Due Diligence shall be at Buyer's sole cost and expense.
Sample 1
Buyer’s Inspections and Due Diligence. The provisions contained in this Agreement hereby supersede the Access Agreement dated as of May 20, 2008 executed by Seller and Buyer, and the Access Agreement is hereby terminated. During the Due Diligence Period, Seller shall provide Buyer and Buyer’s representatives access to the Property and all files related to the leasing, operation and maintenance of the Property, the payment of rent, defaults by tenants and relationships with tenants (but specifically excluding Confidential Materials). Buyer shall complete its Due Diligence at its sole cost and expense. Buyer shall independently inspect and investigate the Property and verify such information with respect to the Property as Buyer deems necessary or desirable to evaluate fully the Transaction and the physical condition and economic status of the Property. Such Due Diligence shall include, without limitation, Buyer’s review and approval, in its sole and absolute discretion, of all title matters, applicable land use and zoning laws and regulations, the physical condition of the Property, leases and contracts affecting the Property and such other items related to the Property as Buyer may deem relevant. Seller agrees to make employees of the Property available to Buyer and Buyer’s Representatives during the Due Diligence Period as reasonably requested by Buyer. Buyer shall immediately return the Property to its condition existing prior to any tests and inspections performed by Buyer’s Representatives or consultants. By Buyer’s execution of this Agreement, Buyer hereby confirms its agreement to indemnify, defend and hold each of the Seller Parties free and harmless from and against any and all Liabilities (including reasonable attorneys’ fees and expenses) arising out of or resulting from the entry on the Property and/or the conduct of any Due Diligence by Buyer’s Representatives or consultants at any time prior to Closing.
Sample 1Sample 2
Buyer’s Inspections and Due Diligence. For a period commencing on the Effective Date and expiring at 5:00 p.m. Pacific Time on June 25, 2012 (the “Due Diligence Period”), Seller hereby grants to Buyer the right to conduct, its examinations, inspections, testing, studies and investigations (herein collectively called the “Due Diligence”) of the Property, information regarding the Property, information available from Governmental Authorities with respect to the Property and such documents applicable to the Property as Seller has delivered or made available as set forth in Section 3.2 below and any other matters as Buyer deems appropriate or necessary, in its sole and absolute discretion, to its decision whether to purchase the Property. Except for any limitations as may be imposed by Sections 3.3 and 3.4 below, and subject to applicable law, Buyer may conduct such due diligence activities, inspections, and studies of the Property as it deems necessary or appropriate, and examine and investigate to its full satisfaction in its sole and absolute discretion all facts, circumstances, and matters relating to the Property (including the physical condition and use, availability and adequacy of utilities, access, zoning, compliance with applicable laws, environmental conditions, engineering and structural matters), title, survey matters, and any other matters it deems necessary or appropriate for purposes of consummating this transaction. Prior to entering the Property, Buyer shall provide Seller with the certificates of insurance required under Section 3.3 of this Agreement. The Due Diligence and any restoration pursuant to Section 3.3 of this Agreement shall be at Buyer's sole cost and expense.
Sample 1
Buyer’s Inspections and Due Diligence. Buyer acknowledges that commencing on the Effective Date and continuing for a period which will expire at 5:00 p.m. Chicago, Illinois time on March 6, 2006 (the “Due Diligence Period”), Buyer has and/or will conduct, its examinations, inspections, testing, studies and investigations (herein collectively called the “Due Diligence”) of the Property, including utilizing the information regarding the Property and such documents applicable to the Property, as Seller makes available, as set forth in Section 3.2 below. Except for any limitations as may be imposed by Sections 3.3 and 3.5 below, Buyer may conduct such due diligence activities, inspections, and studies of the Property as it deems necessary or appropriate, and examine and investigate to its full satisfaction all facts, circumstances, and matters relating to the Property (including the physical condition and use, availability and adequacy of utilities, access, zoning, compliance with applicable laws, environmental conditions, engineering and structural matters), title, survey matters, and any other matters it deems necessary or appropriate for purposes of consummating this transaction. The Due Diligence shall be at Buyer’s sole cost and expense.
Sample 1
Buyer’s Inspections and Due Diligence. Buyer acknowledges that for a period commencing on the Effective Date and continuing for a period which will expire at 5:00 p.m. Eastern Time on the sixtieth (60th) calendar day following the Effective Date (if such day is a business day, or if not a business day, on the first day following such 60th day which is a business day) (the “Due Diligence Period”), Buyer shall conduct its examinations, inspections, testing, studies and investigations of the Property, information regarding the Property and such documents applicable to the Property, including, without limitation, the documents that Seller delivers or makes available, as set forth in Section 3.2 below (collectively, the “Due Diligence”). Except for any limitations as may be imposed by Section 3.4 below, Buyer and all Licensee Parties may conduct such due diligence activities, inspections, and studies of the Property as such parties deem necessary or appropriate, and examine and investigate to their full satisfaction all facts, circumstances, and matters relating to the Property (including the physical condition and use, availability and adequacy of utilities, access, zoning, compliance with applicable laws, environmental conditions, engineering and structural matters), title and survey matters, and any other matters they deem necessary or appropriate for purposes of consummating this transaction. The Due Diligence shall be at Buyer’s sole cost and expense.
Sample 1
Buyer’s Inspections and Due Diligence. Prior to the Effective Date, Buyer has had the opportunity to conduct and did conduct examinations, inspections, testing, studies and investigations (collectively, the “Due Diligence”) of the Property, the Company and each Subsidiary (including Property Owner), information regarding the Property, the Company and each Subsidiary (including Property Owner), information available from Governmental Entities with respect to the Property, the Company and each Subsidiary (including Property Owner), and all Due Diligence Items, as Buyer deemed necessary or appropriate for purposes of assessing the transactions contemplated by this Agreement and the Other Purchase Agreement. The Due Diligence has been completed, and approved, by Buyer, and Buyer shall not have any right to terminate this Agreement and/or to obtain a refund of the Deposit as a result of any Due Diligence findings, notwithstanding anything to the contrary provided herein, or any further Due Diligence conducted, except as provided in Sections 4.2, 5.1, 5.5(b), 9.2(e) or 10.2 hereof. Further, the Due Diligence has been and shall continue to be in all events at Buyer’s sole cost and expense.
Sample 1
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Buyer’s Inspections and Due Diligence. Buyer acknowledges that commencing on the Effective Date and continuing for a period that will expire at 5:00 p.m. Pacific Time on June 15, 2021 (the period of time from the Effective Date until 5:00 p.m. on June 15, 2021 shall be referred to herein as the “Due Diligence Period”), Buyer shall conduct its examinations, inspections, testing, studies and investigations of the Property, information regarding the Property and such documents applicable to the Property, including the documents that Seller delivers or makes available, as set forth in Section 3.2 below (collectively, the “Due Diligence”). Except for any limitations as may be imposed by this Article 3 below, Buyer may conduct such due diligence activities, inspections, and studies of the Property as it deems necessary or appropriate, and examine and investigate to its full satisfaction all facts, circumstances, and matters relating to the Property (including the physical condition and use, availability and adequacy of utilities, access, zoning, compliance with applicable laws, environmental conditions, engineering and structural matters), title and survey matters, and any other matters it deems necessary or appropriate for purposes of consummating this transaction in its sole and absolute discretion, but nevertheless subject to the terms, conditions and limitations contained in this Agreement, including Sections 3.2, 3.3 and 3.4, below. The Due Diligence shall be at Buyer’s sole cost and expense.
Sample 1

Related to Buyer’s Inspections and Due Diligence

  • Buyer’s Investigation Buyer is an informed and sophisticated purchaser and is experienced in the evaluation and purchase of companies such as the Company and Spardee's Realty. Except for the environmental investigations described in Section 6.9 below, Buyer has undertaken such investigation as it has deemed necessary to enable it to make an informed and intelligent decision with respect to this Agreement, and Buyer acknowledges that the Seller Parties and the Company Group have allowed Buyer such access as has been reasonably requested by Buyer to the personnel, properties, premises and records of the Company Group for this purpose. To the extent expressly permitted hereafter under this Agreement, Buyer will undertake such further investigation as it deems necessary. Buyer acknowledges that in entering this Agreement, in acquiring the Shares and in consummating the other transactions contemplated herein, Buyer has relied solely upon its own investigation and analysis and, to the extent expressly permitted by this Agreement, the representations and warranties contained in this Agreement, and that none of the Seller Parties and the Company Group (and any of their respective agents, officers, directors, employees, Affiliates or representatives) has made any representation or warranty as to the Seller Parties, the Company Group, the Shares, this Agreement or the business of the Company Group except as expressly set forth in this Agreement, and Buyer agrees, to the fullest extent permitted by Law, that, except as expressly provided for herein or pursuant to the express provisions hereof, none of the Seller Parties (and any of their respective agents, officers, directors, employees, Affiliates or representatives) shall have any liability to Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives) on any basis based upon any information made available or statements made to Buyer (or any of its agents, officers, directors, employees, Affiliates or representatives).

  • Buyer’s Due Diligence Subject to Section 21 below, Buyer shall have twenty-five (25) Business Days from and after the later to occur of (i) the Opening of Escrow and (ii) the date of delivery by Seller to Buyer of the Seller's Deliveries, the Title Commitment and related recorded exception documents, and any existing survey (“Due Diligence Period”) to evaluate and analyze the feasibility of the Membership Interests and the Property for Buyer’s intended use thereof, including, without limitation, the zoning of the Property, the physical, environmental and geotechnical condition of the Property and the economic feasibility of owning the Membership Interests and operating the Property. If, during the Due Diligence Period, Buyer determines that the Membership Interests or the Property are not acceptable for any reason whatsoever in Buyer’s sole and absolute discretion, Buyer shall have the right, by giving written notice to Seller on or before the last day of the Due Diligence Period, to terminate this Agreement. Buyer agrees to indemnify and hold Seller harmless and defend Seller from and against any claims, liabilities, liens, cause of action, expenses, costs, or damages (including reasonable attorneys’ fees and personal injury claims) resulting from the inspection of the Property prior to the Closing Date by Buyer or Buyer’s contractors, employees, representatives, or agents; provided, however, that Buyer shall not be responsible for any losses or expenses resulting from the discovery of adverse information regarding the Membership Interests or the Property. In the event this Agreement is terminated for any reason, Buyer shall restore the Property to the extent of any physical change or damage made as a result of the conduct of any inspection or investigation of the Property by Buyer or Buyer’s agents, representatives or contractors to substantially the same condition that existed immediately prior to Buyer’s inspection and investigation. Any provision to the contrary herein notwithstanding, the provisions of the previous two sentences shall survive termination of this Agreement for any reason for a period of three (3) months and control over any provisions to the contrary herein.

  • Good Faith, Cooperation and Due Diligence The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are mutual and dependent.

  • EXAMINATION OF MORTGAGE FILES AND DUE DILIGENCE REVIEW 3.1 Seller shall (i) deliver to Purchaser on or before the Closing Date a diskette acceptable to Purchaser that contains such information about the Mortgage Loans as may be reasonably requested by Purchaser, (ii) deliver to Purchaser on or before the Closing Date investor files (collectively the “Collateral Information”) with respect to the Mortgage Loans proposed to be included in the Issuing Entity and made available at Purchaser’s headquarters in New York, and (iii) otherwise cooperate fully with Purchaser in its examination of the credit files, underwriting documentation and Mortgage Files for the Mortgage Loans and its due diligence review of the Mortgage Loans. The fact that Purchaser has conducted or has failed to conduct any partial or complete examination of the credit files, underwriting documentation or Mortgage Files for the Mortgage Loans shall not affect the right of Purchaser or the Trustee to cause Seller to cure any Material Defect, or to repurchase or replace the defective Mortgage Loans pursuant to Section 5 hereof.

  • Independent Due Diligence and Decision Making Each Consenting Stakeholder hereby confirms that its decision to execute this Agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects of the Company Parties.

  • Books and Records; Inspection and Examination The Borrower will keep accurate books of record and account for itself pertaining to the Collateral and pertaining to the Borrower's business and financial condition and such other matters as the Lender may from time to time request in which true and complete entries will be made in accordance with GAAP and, upon the Lender's request, will permit any officer, employee, attorney or accountant for the Lender to audit, review, make extracts from or copy any and all corporate and financial books and records of the Borrower at all times during ordinary business hours, to send and discuss with account debtors and other obligors requests for verification of amounts owed to the Borrower, and to discuss the Borrower's affairs with any of its directors, officers, employees or agents. The Borrower will permit the Lender, or its employees, accountants, attorneys or agents, to examine and inspect any Collateral, other collateral covered by the Security Documents or any other property of the Borrower at any time during ordinary business hours.

  • 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.

  • Examination of Mortgage Loan Files and Due Diligence Review The Mortgage Loan Seller shall reasonably cooperate with any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans, that may be undertaken by or on behalf of the Purchaser on or before the Closing Date. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of any of the Mortgage Files for, and/or any of such other documents and records relating to, the Mortgage Loans, shall not affect the Purchaser’s right to pursue any remedy available in equity or at law for a breach of the Mortgage Loan Seller’s representations and warranties made pursuant to Section 4, except as expressly set forth in Section 5.

  • Completion of Due Diligence Each Purchaser shall have completed its legal, business and financial due diligence of the Company to its full satisfaction and shall be fully satisfied with the results thereof.

  • 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.

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