Diligence Period. As used herein, the term “Diligence Period” shall mean the 45 day period commencing on the Date of Execution. To the extent not previously delivered, within five (5) Business Days following the execution of this Agreement, Seller shall deliver to Purchaser all the Diligence Materials. All such due diligence materials shall be sent to Purchaser at the address set forth in Section 13.4, to the attention of Xxxx Xxx. Seller also shall deliver to Purchaser the Schedules not affixed to this Agreement at execution as required by Section 13.14. Additionally, during the term of this Agreement, Purchaser, its employees, contractors, agents and designees, shall have the right to enter the Facility for the purposes of inspecting and testing the same, and the Books and Records and making surveys, mechanical and structural engineering studies, inspecting construction, and conducting interviews of the Facility Management, and conduct such other investigations and inspections as Purchaser may reasonably require to assess the condition and suitability of the Facility and the Assets; provided, however, that such activities by or on behalf of Purchaser at the Facility shall not materially interfere with the conduct of business at the Facility; and provided further, however, that Purchaser shall indemnify and hold Seller harmless from and against any and all claims or damages to the extent directly resulting from the activities of Purchaser at the Facility (but not claims or damages arising out of the findings of such activities), and Purchaser shall repair any and all damage caused, in whole or in part, by Purchaser and return the Facility to its condition prior to such damage, which obligation shall survive Closing or any termination of this Agreement. Seller shall reasonably cooperate with the efforts of Purchaser and the Purchaser’s representatives to inspect the Facility and the Assets. Purchaser shall give Seller reasonable notice before entering the Facility, and Seller may have a representative present during any and all examinations, inspections and/or studies at the Facility. Purchaser shall have the unconditional right, for any reason or no reason, to terminate this Agreement by giving written notice thereof to Seller prior to the expiration of the Diligence Period, in which event this Agreement shall become null and void, whereupon Escrow Agent shall refund the Deposit to Purchaser (which obligation and right shall survive such termination), and all rights, liabi...
Diligence Period. Buyer acknowledges and agrees that the Due Diligence Period has expired, and that Buyer has no further right to terminate the Agreement under Section 6.1(d) thereof.
Diligence Period. This Agreement shall be for an initial term (the “Diligence Period”) commencing on the Effective Date and continuing until the earlier of (a) the Construction Commencement Date (as defined below) and (b) the outside date set forth in the Terms Summary set forth above.
Diligence Period. The Buyer does not require a due diligence period to review the finances, agreements, or any other information of the Business Entity.
Diligence Period. For a period of one hundred twenty (120) days from and after the Effective Date of this Contract (the “Diligence Period”), Purchaser and its agents shall have the right to enter upon the Real Estate to perform such inspections, surveys, analyses, and/or tests, including without limitation environmental, soil, structural, economic, engineering and/or mechanical tests, investigations or analyses (collectively, the “Tests and Studies”), with respect to the Real Estate as Purchaser deems necessary or appropriate. All Tests and Studies shall be made at Purchaser’s sole cost and expense, and Purchaser shall be liable for any damage or injury caused to the Real Estate or to any persons or any personal property located thereon during the Tests and Studies, and shall indemnify, defend, and hold harmless Seller from and against any such damage or injury or claims and causes of action resulting therefrom. Purchaser’s obligations as set forth in the preceding sentence shall survive any termination of this Contract. Seller shall permit Purchaser, and Purchaser’s representatives and agents, to enter upon the Real Estate at any time during business hours during the Diligence Period for the purpose of making the Tests and Studies. Purchaser shall promptly provide Seller with copies of the results of the Tests and Studies (other than those relating solely to Purchaser’s financing), at no cost to Seller. In the event that the results of the Tests and Studies indicate, in Purchaser’s sole discretion, that Purchaser’s intended purchase and use of the Real Estate would not be economically or otherwise feasible, then in such event, Purchaser shall have the absolute right, at its option, to terminate this Contract without further liability by giving written notice to Seller prior to the expiration of the Diligence Period, in which event this Contract shall be terminated and the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further obligation to one another under this Contract except for those liabilities which expressly survive the termination of this Contract.
Diligence Period. The Purchaser shall have the opportunity to inspect the Premises and make the following investigations within the Due Diligence Period which shall expire on July 21, 1997:
6.1 The physical condition of the Premises, including without limitation:
6.1.1 the structural integrity and physical condition of the Improvements, the condition of the systems serving the Improvements, and the fitness thereof for the Purchaser's intended use;
6.1.2 compliance of the Premises with all applicable laws including, without limitation, Environmental Laws;
6.1.3 the status of the Premises as determined by an Environmental Audit to determine whether there are Hazardous Substances on the Premises;
6.1.4 soil, seismic, hydrological, geological and topographical evaluation;
6.1.5 whether the Premises are in a special flood hazard zone; and
6.1.6 public access and the availability of adequate utilities including, but not limited to, gas service, and that all such utilities run from the public highway or a publicly dedicated street to the Premises, or if they run through private property their installation was pursuant to recorded easements which permit their installation, maintenance and repairs.
6.2 Applicable government ordinances, rules and regulations and evidence of compliance therewith, including without limitation zoning and building regulations;
6.3 All private restrictions applicable to the Premises, including without limitation, declaration of covenants, conditions and restrictions, reciprocal easements and operating agreements; and
6.4 Any and all other matters concerning the current and future use, feasibility or value, or governmental permissions or entitlements pertaining to the Premises, or any other matter or circumstance relevant to the Purchaser in its reasonable discretion concerning the Purchaser's acquisition of the Premises.
6.5 The Seller agrees to cooperate with the Purchaser during the Due Diligence Period and shall respond to the Purchaser's requests, in a timely manner without undue delay or expense, for access, documents and records, and other relevant information.
Diligence Period. Buyer shall have a diligence period ending at the close of business on January 7, 2005 (the “Diligence Period”), during which to inspect the Property and to review the information and documents pertaining to the Property. During the Diligence Period Buyer may, in its sole discretion, terminate this Purchase Agreement if Buyer objects to any findings or results of such review and inspections, and if this Agreement is so terminated, the Deposit shall be returned to Buyer, and Buyer and Seller will each have no further liability under this Purchase Agreement.
Diligence Period. Tesla will work with Buyer for 90 days after the date of your order (the “Diligence Period”) to provide a preliminary System design, schedule for performance of the work required to install your System (“Work Schedule”), and performance tests and guarantees for your System. Tesla will evaluate Buyer’s credit with Buyer’s cooperation to determine the need for Buyer credit support and/or adjustment to payment milestones. If Tesla determines based on its diligence that changes to any of the Order Documents are required, Tesla will be entitled to a Change Order as described in Section 8 which may include a Price adjustment and other changes. If Buyer rejects the Change Order, Tesla can terminate this Agreement without liability and the deposit will not be returned.
Diligence Period. The fifteenth (15th) day anniversary of the expiration of the Due Diligence Period shall have occurred.
Diligence Period. Section 1.8 of the Purchase Agreement is hereby amended to extend the Diligence Period so that it shall end at 5:00 p.m. Pacific time on May 5, 2015.
