Due Diligence Completion Date Clause Samples
The Due Diligence Completion Date clause sets a specific deadline by which a party must complete its investigation and assessment of the subject matter, such as a business, property, or contract. In practice, this clause requires the buyer or interested party to finish reviewing all relevant documents, conducting inspections, and raising any concerns before the stated date. Its core function is to provide a clear timeframe for due diligence activities, ensuring both parties know when the investigation period ends and helping to prevent delays or disputes over the process.
Due Diligence Completion Date. Subsection 4.4 of the Asset Purchase Agreement is amended by deleting the third sentence of the first paragraph of subsection 4.4, which says: "The Due Diligence Completion Date shall occur on or before the 120th day following the date this Agreement is made.", and replacing such sentence with: "The Due Diligence Completion Date shall occur on or before February 28, 2006."
Due Diligence Completion Date. Buyer or Seller, as indicated, shall use commercially reasonable, good faith efforts and shall work promptly and diligently to complete the following (the “First Set of Due Diligence Items”) to Buyer’s satisfaction on or before the Due Diligence Completion Date:
(i) Agreement of Seller and Buyer to cost allocations for services provided under contracts that jointly cover hospital and medical office building space or Buyer and Seller agreeing to separate agreements for the performance of such services in their respective Improvements and buildings, respectively;
(ii) Evidence in form and substance satisfactory to Buyer that the current services provided to the Properties for elevators, mechanical systems, life safety systems will continue after Closing at rates and terms reasonably acceptable to Buyer;
(iii) Evidence of ability (or lack thereof) to assign and transfer any warranties that cover roofs or equipment within the Properties;
(iv) Approval by Buyer of Exhibits C and D; and
(v) Receipt of evidence whether the current contracts for pest control and waste and garbage collection services for the Properties can be assigned.
Due Diligence Completion Date. Provided that ANM is satisfied, in its sole discretion, with the results of its due diligence investigation of the Company as provided for in Section 7.2(g), including the approval of the status of title to the Real Property as provided for in Section 7.2(h), and that the Company has satisfied its obligations hereunder from the date hereof through March 31, 2006, on or before March 31, 2006 (the “Due Diligence Completion Date”), ANM shall certify in writing that (i) the conditions of Sections 7.2(g) and 7.2(h) have been satisfied, (ii) it has the necessary financing to complete the Cash Merger, as evidenced by a cash deposit, bank commitment letter or other evidence reasonably satisfactory to the Company, and (iii) it waives any claims with respect to actions taken by Westland on or before such date or breaches of this Agreement on or before such date, provided, however, that no waiver is given with respect to those items which could not have reasonably been discovered through due diligence.
Due Diligence Completion Date. Notwithstanding anything to the contrary contained in the Purchase Agreement, the parties hereby acknowledge and agree that September 10, 2007, is the Due Diligence Completion Date, except with respect to the Surveys and Title Commitments.
Due Diligence Completion Date. Not later than thirty (30) days after Seller Parties have delivered to Buyer the materials required by Section 8.1.1 and Buyer has obtained or Seller Parties have delivered to Buyer the diligence information referenced below (the end of such thirty (30) day period being the “Due Diligence Completion Date”), Buyer shall have approved or otherwise satisfied itself regarding the condition and status of the Properties, as evidenced by written notice from Buyer to Sellers, specifically including, but not limited to, the following:
(1) The zoning of each of the Facility Premises and such Premises’ compliance with applicable zoning and subdivision laws, including without limitation the documents which Seller is required to furnish Buyer pursuant to Section 8.1.1 above.
(2) Any proposed exceptions and appurtenances to title which are intended to be of record as of the Closing Date with respect to the Facility Premises.
(3) Buyer and Sellers shall have mutually agreed upon the schedules of FF&E to be conveyed to Buyer at Closing.
(4) Buyer shall have approved the Plans which Seller is required to furnish to Buyer pursuant to Section 8.1.1 above.
(5) Buyer shall have approved the Permits, warranties and guaranties copies of which Seller is required to furnish to Buyer pursuant to Section 8.1.1 above.
(6) Buyer shall have received evidence that legally sufficient parking is available on the Premises for each Facility without the benefit of any parking easements created on adjacent property to comply with applicable zoning requirements.
(7) Buyer shall have obtained and approved an appraisal for each Property.
(8) Buyer shall have obtained and approved a current environmental assessment of the Premises for each Facility.
(9) Buyer shall have otherwise determined, in its sole and absolute discretion, that the Properties are satisfactory to Buyer.
(10) The purchase of the Properties by the Buyer shall have been approved by the Board of Directors of Buyer.