Common use of Diligence Period Clause in Contracts

Diligence Period. As used herein, the term “Diligence Period” shall mean the 45 day period commencing on the Date of Execution. Within five (5) Business Days following execution of this Agreement, Seller shall deliver to Purchaser all of the Diligence Materials in its possession. All such due diligence items 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 each Facility for the purposes of inspecting and testing the same, and making surveys, mechanical and structural engineering studies, inspecting construction, and conducting any other interviews, 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. 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, liabilities and obligations of the parties under this Agreement shall expire, except as otherwise expressly set forth herein. If Purchaser does not so terminate this Agreement prior to the expiration of the Diligence Period, Purchaser conclusively shall be deemed to have waived its right to terminate this Agreement pursuant to this Section.

Diligence Period. (a) As used herein, the term “Diligence Period” shall mean the 45 day period commencing on the Date of Execution. Within five (5) Business Days following execution of this Agreement, Seller shall deliver to Purchaser or make available to Purchaser in a data room to which Purchaser has access, all of the items listed on Schedule 1.8 attached hereto (the “Diligence Materials in its possession. All such due diligence items shall be sent to Purchaser at the address set forth in Section 13.4, to the attention of Xxxx XxxMaterials”). 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 designeesdesignees (“Purchaser Representative”), shall have the right to enter each 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 any other interviewsinterviews (subject to the other terms of this Section relating to the notice required prior to such entry), including interviews of the chief nursing officer, human resources director, director of quality assurance and chief information officer, and conduct 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 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 FacilityFacility 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. Prior to entry upon the Facility, Purchaser shall notify Seller (which notice may be in writing pursuant to the notice Section of this Agreement, or telephonically to Xxxxx Xxxxxx at (000) 000-0000 or Xxxxx XxXxxxxx at (000) 000-0000, of the date, approximate time, and anticipated general scope of activities of such entry and inspection which Purchaser desires to perform and the parties shall coordinate and cooperate with one another during the performance of such inspection. Purchaser shall not enter the Facility to perform such inspection until Seller has confirmed (verbally or in writing) that Seller has consented to such inspection. For the purposes of this paragraph, a written notice may be given by confirmed facsimile or email. In conducting all such activity, Purchaser shall at all times materially comply with all material and applicable laws, ordinances, rules, regulations and orders of the governmental entities with jurisdiction over the Facility relating to such activity, and such other written rules which Seller has delivered to Purchaser prior to the commencement of such activity with respect to the Facilities (it being the understanding of the parties that no such other rules are in effect as of the date of this Agreement). Prior to entering on the Facility, or any part thereof, or any other part of Seller, Purchaser shall either have unencumbered cash or cash equivalent reserves of at least $1,000,000 or have insurance of at least $1,000,000 for comprehensive general liability as set forth below and, if Purchaser does not have such reserves, shall submit to Seller evidence of such insurance of Purchaser, in form and substance reasonably satisfactory to Seller. 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, liabilities and obligations of the parties under this Agreement shall expire, except as otherwise expressly set forth herein. If Purchaser does not so terminate this Agreement prior to the expiration of the Diligence Period, Purchaser conclusively shall be deemed to have waived its right to terminate this Agreement pursuant to this Section. The obligations of Purchaser under this Section 1.8 shall survive the termination of this Agreement for a period of six (6) months.

Diligence Period. As used herein, For a period of one hundred twenty (120) days from and after the term Effective Date of this Contract (the “Diligence Period” shall mean the 45 day period commencing on the Date of Execution. Within five (5) Business Days following execution of this Agreement”), Seller shall deliver to Purchaser all of the Diligence Materials in and its possession. All such due diligence items 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 each Facility for upon the purposes of inspecting 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 testing Studies”), with respect to the sameReal Estate as Purchaser deems necessary or appropriate. All Tests and Studies shall be made at Purchaser’s sole cost and expense, and making surveys, mechanical 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 structural engineering studies, inspecting constructionStudies, and conducting any other interviewsshall indemnify, investigations and inspections as Purchaser may reasonably require to assess the condition and suitability of the Facility and the Assets; provideddefend, 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 harmless Seller harmless from and against any such damage or injury or claims and all claims or damages to causes of action resulting therefrom. Purchaser’s obligations as set forth in 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 preceding sentence shall survive Closing or any termination of this AgreementContract. Seller shall reasonably cooperate with the efforts of Purchaser permit Purchaser, and the Purchaser’s representatives and agents, to inspect enter upon the FacilityReal Estate at any time during business hours during the Diligence Period for the purpose of making the Tests and Studies. Purchaser shall give promptly provide Seller reasonable notice before entering with copies of the Facilityresults 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 Seller may have a representative present during any Studies indicate, in Purchaser’s sole discretion, that Purchaser’s intended purchase and all examinationsuse of the Real Estate would not be economically or otherwise feasible, inspections and/or studies at the Facility. then in such event, Purchaser shall have the unconditional absolute right, for any reason or no reasonat its option, to terminate this Agreement Contract without further liability by giving written notice thereof to Seller prior to the expiration of the Diligence Period, in which event this Agreement Contract shall become null be terminated and void, whereupon Escrow Agent the Xxxxxxx Money shall refund the Deposit be returned to Purchaser (which and neither party shall have any further obligation and right shall survive such termination), and all rights, liabilities and obligations of the parties to one another under this Agreement shall expire, Contract except as otherwise for those liabilities which expressly set forth herein. If Purchaser does not so terminate survive the termination of this Agreement prior to the expiration of the Diligence Period, Purchaser conclusively shall be deemed to have waived its right to terminate this Agreement pursuant to this SectionContract.

Diligence Period. As used herein, the term “Diligence Period” shall mean the 45 day period commencing on the Date of Execution. Within To the extent not previously delivered, within five (5) Business Days following the execution of this Agreement, Seller shall deliver to Purchaser all of the Diligence Materials in its possessionMaterials. All such due diligence items 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 each 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 any interviews of the Facility Management, and conduct such other interviews, 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 FacilityFacility 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, liabilities and obligations of the parties under this Agreement shall expire, except as otherwise expressly set forth herein. If Purchaser does not so terminate this Agreement prior to the expiration of the Diligence Period, Purchaser conclusively shall be deemed to have waived its right to terminate this Agreement pursuant to this Section.