Conduct of Due Diligence. Buyer and Seller shall have furnished to each other all corporate and financial information which is customary and reasonable, to conduct their respective due diligence. If, as a result of their due diligence examination, either party determines that there is a reason to terminate this Agreement, they must give written notice to the other party prior to the Closing Date.
Conduct of Due Diligence. Buyer hereby joins in the execution as “Reviewer” of that certain Access Agreement between Seller and LaSalle Investment Management, Inc., a Maryland corporation, dated as of November 2, 2015 (the “Access Agreement”). Buyer shall at all times conduct such due diligence in compliance with, and subject to, applicable laws and the terms of the Tenant Leases, and pursuant to and in accordance with the Access Agreement, and in a manner so as not to cause liability, damage, loss, cost or expense to Seller, any lender of Seller, the Property, or any tenants, subtenants, licensees, concessionaires or other persons using or occupying the Property or any part thereof, and so as not to materially interfere with the operation or use of the Property and so as not to materially interfere with or disturb the operations or occupancy of tenants and subtenants at the Property, and Buyer shall indemnify, defend and hold Seller, the “Seller Parties” (as hereinafter defined) and the Property harmless from and against any such liability, damage, cost or expense (the foregoing obligation surviving any termination of this Agreement or the Closing, as applicable). Subject to the terms of the Tenant Leases and the Access Agreement, Buyer shall conduct its investigations, reviews and examinations of the Property at agreed upon times during normal business hours on business days and upon receipt of reasonably advance written notice to Seller. Buyer’s right to enter hereunder shall terminate upon the termination of this Agreement. Without limitation on the foregoing, in no event shall Buyer, in each case, without Seller’s express written consent in its sole and absolute discretion, (a) allow, conduct or make any intrusive physical testing, inspection or investigation (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like); (b) disclose the results of any physical testing or investigation (environmental, structural or otherwise) at the Property; (c) contact any tenant or subtenant of the Property, unless such tenant interview is conducted pursuant to a pre scheduled appointment to be made by Seller at a time mutually and reasonably agreed between Seller and Buyer; or (d) contact any governmental or quasi-governmental authority having jurisdiction over the Property (other than contact necessary to obtain a zoning compliance letter). Seller shall have the right, at its option, to cause a representative of Seller to be present at all in...
Conduct of Due Diligence. Prospective Buyer/Investor agrees that Prospective Buyer/Investor will:
(a) not interfere or attempt to interfere with the operation or management of the Business; and
(b) not attempt to contact any current manager or staff of the Business.
Conduct of Due Diligence. From and after the date hereof, each of the members of the Ohio Group and the Rocky Mountain Group shall permit representatives of the Holding Company, and of environmental consulting firms engaged by the Holding Company, to enter upon their respective properties from time to time at reasonable hours upon reasonable advance notice in order to evaluate the environmental condition of each such property and the operations of the businesses of the members of the Ohio Group and the Rocky Mountain Group thereon, and shall assist the Holding Company and its representatives in conducting such evaluations. 5.
Conduct of Due Diligence. Buyer agrees that in conducting its due diligence and investigation or analysis of the Property, Buyer will:
(a) not interfere or attempt to interfere with the operation or management of the Property; and
(b) not initiate contact (except for those contacts made in the ordinary course of business) with any person known to Buyer to be the current owner or any manager, lender, developer or tenant of the Property regarding the Property or the proposed transaction, without the prior consent of Agent, Seller or Seller’s representatives.
Conduct of Due Diligence. With respect to the due diligence described in Section 3.1, Axxxx-Xxxxxxxx shall be entitled (a) to conduct an in-depth review and analysis of the Corporation, (b) to be satisfied with all of the aspects of the Corporation and its business, including agreements, economic, commercial, legal, information systems, human resources, insurance, bonding and regulatory aspects (including the availability and terms of all required permits and licenses) associated with the business of the Corporation, and (c) to have reasonable access to the Corporation’s sites and to inspect the sites and facilities.
Conduct of Due Diligence. The Buyer, through its advisors, has had the opportunity to conduct a due diligence investigation of the business and operations of the Company, ask questions and receive answers to its questions, and receive information from the Company to its full satisfaction.
Conduct of Due Diligence. During the Due Diligence Period, Buyer and its officers, employees, agents, advisers, attorneys, accountants, architects and engineers shall have the right to review the submittals described in Section 3.04 above and shall have the right, and are hereby authorized, to enter upon the Land and Improvements to conduct inspections and investigations relating to the Property, to conduct environmental assessments and engineering studies and for all other reasonable purposes. Seller shall reasonably and in good faith cooperate in Buyer's due diligence efforts, including, if so requested by Buyer, notifying any Governmental Authorities of Buyer's due diligence efforts. All costs and expenses of Buyer's due diligence shall be paid by Buyer. If Buyer elects to proceed with the transaction, Seller shall continue to provide Buyer and Buyer's officers, employees, agents, advisers, attorneys, accountants, architects, engineers and prospective lenders access to the Property, all drawings, plans and specifications for the Property, all engineering and other reports relating to the Property, correspondence relating to the Property, and the financial books and records relating to the ownership, operation, development and management of the Property, at all reasonable times to make such inspections, tests, copies and verifications as Buyer considers reasonably necessary. Buyer shall indemnify, defend and hold harmless Seller (as defined in Section 2.02 of the Agreement) from and against any loss, damage, cost or expense for personal injury or property damage arising out of the inspections and investigations. Buyer shall promptly restore the Property to the condition existing immediately prior to such inspections and investigations.
Conduct of Due Diligence. Buyer acknowledges that it has been afforded the opportunity to and has conducted sufficient independent due diligence concerning the Assets to be purchased. Buyer is acquiring the Assets based solely on its knowledge of the Assets as operator and the owner of an undivided working interest in the Assets and its own independent due diligence, and not based upon any representation, statement or inducement of Seller, or either of them.
Conduct of Due Diligence. Parent and its agents and representatives shall conduct, and Company shall use its commercially reasonable efforts to assist Parent and its agents and representatives in conducting, Parent's financial, legal and other due diligence examinations of Company prior to February 12, 2001.
