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. (a) Starting on the Effective Date and continuing through the earliest to occur of (i) the third anniversary of the Effective Date, (ii) the earlier termination of this Lease, or (iii) the Rent Commencement Date (such period, the “Diligence Period”), Tenant (and its agents) shall be permitted access to the Premises at reasonable times and upon commercially reasonable notice to Landlord, for purposes of conducting (at Tenant’s expense) any and all investigations or testing of the Premises as Tenant may deem necessary, appropriate or convenient, including without limitation, the surveying or investigation of title, existing or potential use of the Premises, environmental, biological, cultural, historical, tax and appraisal, boundary or geotechnical matters; conducting studies of solar radiation, solar energy and other meteorological data (including the installation and use of meteorological towers and solar energy measurement equipment); conducting soils tests and studies, environmental, endangered/threatened species and archaeological assessments and surveys; investigating and pursuing land use, permitting and energy development regulatory matters.
(b) Within fourteen (14) business days of the Effective Date Tenant shall make a payment of Thirty Dollars ($30.00) per acre to Landlord (the “Diligence Payment”). Subsequent Diligence Payments which shall be due within fourteen (14) business days of the anniversary of the Effective Date. Tenant may elect to enter into an optional Diligence Period extension (a “Diligence Extension”) of twelve (12) months by making a Diligence Extension payment of Forty Dollars ($40.00) per acre within fourteen (14) business days of the third anniversary of the Effective Date. For the avoidance of doubt, Xxxxxx has the option to terminate the lease at any time during the diligence period. If Tenant chooses to terminate the Lease, no further diligence payments shall be due.
(c) During the Diligence Period, Tenant may obtain an ALTA survey of the Premises, which shall set forth and conclusively establish (i) the metes and bounds legal description of the Land and (ii) the net acreage of the Land (the “Acreage”, and each such acre, an “Acre”).
(d) Landlord shall provide to Tenant any of the following in Landlord’s possession or control, within five (5) days following the Effective Date: (i) any notice of violation of any law or regulation, including zoning laws applicable to the Premises, (ii) any “Phase I” and other environmental ass...
Diligence Period. 21 ARTICLE XVI NONCOMPETITION AGREEMENT.............................................21 16.1 NONCOMPETITION AGREEMENT....................................21 ARTICLE XVII
Diligence Period. 6.1. As Tesla begins to work with Buyer on the installation of the System, Tesla will need information from Buyer to accurately size the System and to determine the Work required given constraints and characteristics of the Site. During the Diligence Period, Tesla will work with Buyer to develop information regarding various matters, including:
6.1.1. any permits that Tesla must obtain to perform the Work,
6.1.2. any permits that Buyer must obtain in connection with the Work or System,
6.1.3. a Site plan,
6.1.4. applicable interconnection or transmission provider requirements,
6.1.5. applicable Buyer requirements pertaining to the Site or the Work, and
6.1.6. applicable labor requirements
Diligence Period. Beginning on the date hereof and continuing for a period of 30 days thereafter (the “Diligence Period”), Xxxxx shall have the right to conduct investigations into the Xxxxxxx Deck Property and to terminate this Agreement for any reason. Town Deliverables. On or before the fifth (5th) business day following the date hereof, the Town shall deliver to Xxxxx copies of all of the following (collectively, “Town Deliverables”) to the extent in the possession of Seller or its agents: A complete and correct list of any licenses, leases, or contracts then in effect in connection with the Xxxxxxx Deck Property and copies of all such agreements. The Town’s existing title insurance policy and its most recent survey of the Xxxxxxx Deck Property, including a legal description, if any. All existing engineering, environmental, geotechnical, architectural and property condition reports, studies, drawings and plans with respect to the Xxxxxxx Deck Property. Certificates of occupancy with respect to the Xxxxxxx Deck Property. Independent Investigation. Xxxxx may, during the Diligence Period, inspect and investigate each and every aspect of the Xxxxxxx Deck Property, either independently or through agents, representatives or experts of Xxxxx’x choosing, and may, upon reasonable notice to the Town, access the Xxxxxxx Deck Property for such purpose.
Diligence Period. Beginning on the date hereof and continuing until the date that is the earlier of: (i) August 30, 2019 at 5:00 p.m. CST or (ii) either Buyer or its Affiliate makes a public announcement regarding its entry into this Agreement (the “Phase 1 Due Diligence Period”), Buyer shall be provided access to (“Buyer’s Phase 1 Due Diligence”):
(i) All Material Contracts other than the Use Agreements and the Amusement Agreements.
(ii) The Use Agreement Summary.
(iii) Inspection of the Real Property provided that Buyer shall request any on-site inspections of Real Property at least three days in advance and any such inspections shall be done after business hours as scheduled by Seller.
(iv) Seller’s key management personnel for interview, including [***], [***], [***], [***], [***], [***], [***] and each Company regional manager; provided that Buyer shall send all interview requests to Xxxx Xxxxx and all interviews shall be conducted in the presence of Xxxx Xxxxx (or his designee) and any follow up questions shall be scheduled through Xxxx Xxxxx.
(v) All employee records and files, including the Company’s and GRA’s employee benefits programs, employee compensation, salary, and bonus records, agreements, and documentation related thereto.
(vi) All Financial Statements and Tax Returns of the Company and GRA. In connection with Buyer’s Phase 1 Due Diligence, Seller agrees to reasonably cooperate with Buyer, and Buyer’s consultants, surveyors, engineers, accountants and attorneys in conducting Buyer’s Phase 1 Due Diligence, including providing reasonable access to all relevant documents, reports, contracts Financial Statements, Tax Returns, and to the Real Property.
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. Buyer shall have a period of time beginning on the Effective Date and continuing until the Closing Date (the “Diligence Period”) to conduct Inspections, review the Due Diligence Items, and confirm the condition of title to the Property.
Diligence Period. By 5:00 p.m. Eastern Time on November 18, 2016 (said time and date, the “Contingency Date”), Primary Purchaser (acting on behalf of it and Parallel Purchaser) shall determine whether the Sale Interest and Parallel Sale Interest are suitable to purchase in Primary Purchaser’s sole and absolute discretion. Primary Purchaser (acting on behalf of it and Parallel Purchaser) shall have the right, for any or no reason, to terminate this Agreement on or before the Contingency Date by delivering written notice thereof to Seller (and Escrow Agent), in which event the Deposit and all interest earned thereon shall be promptly returned to Primary Purchaser and no party shall have any liability to the others under this Agreement except for the obligations under this Agreement that expressly survive termination. If Primary Purchaser does not timely deliver such notice, Primary Purchaser shall be deemed to have waived its right to terminate the Agreement under this Section 5.1 and, except as otherwise specifically set forth herein, the Deposit shall be non-refundable to Primary Purchaser. This Section 5.1 shall survive termination of this Agreement.
