DUE DILIGENCE CONTINGENCIES Sample Clauses

DUE DILIGENCE CONTINGENCIES. Buyers obligation to close this transaction, in addition to any other conditions contained herein, shall be subject to and contingent upon the following:
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DUE DILIGENCE CONTINGENCIES. The obligation of Buyer to conclude the transaction for the purchase of the Property as contemplated by this Agreement is expressly made contingent upon the following provisions. In order for Buyer to exercise Buyer’s right to terminate this Agreement pursuant to the following contingencies, Buyer must provide Seller with written notification of Buyer’s intent to terminate this Agreement on or before June 1, 2017 (the “Due Diligence Period”). If Buyer delivers a timely written notice to Seller pursuant to any of the contingencies outlined in this Section, Buyer’s obligation to purchase the Property will be terminated and Buyer’s xxxxxxx money will be returned to Buyer.
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DUE DILIGENCE CONTINGENCIES. 4.1 PURCHASER proposes to use the Premises for the installation, maintenance and use as follows: BANK OR FINANCIAL INSTITUTION BRANCH LOCATION ("Proposed use"), containing approximately ________________square feet of floor space, and required parking, driveways, signage, and appurtenances. PURCHASER's obligation to purchase the Premises is contingent on the satisfaction, in PURCHASER's sole discretion, or waiver by PURCHASER of the following conditions ("Conditions Precedent"), within sixty (60) days after execution of this Contract ("Due Diligence Period"):
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DUE DILIGENCE CONTINGENCIES. The obligation of Buyer to conclude the transaction for the purchase of the Property as contemplated by this Agreement is expressly made contingent upon the following provisions. In order for Buyer to exercise Buyer’s right to terminate this Agreement pursuant to the following contingencies, Buyer must provide Seller with written notification of Buyer’s intent to terminate this Agreement on or before one hundred eighty (180) days after the date of acceptance (the “Due Diligence Period”). However, Buyer shall have the right to extend the Due Diligence Period for up to four (4) additional periods of sixty (60) days each (each commencing on the first day after the end of the Due Diligence Period previously in effect) provided that for each extension Buyer provides written notice to Seller of such extension at least five (5) days prior to the last day of the Due Diligence Period previously in effect. Additionally, for the third (3rd) extension of the Due Diligence Period, if exercised by Buyer, Buyer shall deposit $5,000 as additional xxxxxxx money with the Title Company, and (ii) for the fourth (4th) extension of the Due Diligence Period, if exercised by Buyer, Buyer shall deposit $10,000 as additional xxxxxxx money with the Title Company. If Buyer delivers a timely written notice to Seller pursuant to any of the contingencies outlined in Section 5 of the Purchase Agreement, then Buyer’s obligation to purchase the Property shall be terminated and all of Buyer’s xxxxxxx money deposited with the Title Company shall be returned to Buyer.
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DUE DILIGENCE CONTINGENCIES. NHP's obligation to enter into the --------------------------- transactions contemplated by this Agreement shall be subject to NHP's approval, deemed approval, pursuant to Section 3.8, or waiver of the following contingencies prior to the Condition Satisfaction Date and within the number of days noted, if any, for each specific contingency: (a) Pre-signing Contingencies. Prior to the execution of this ------------------------- Agreement, NHP has satisfied itself as to the following due diligence items: (i) the inspection of the Real Property with respect to the physical condition thereof by agents or contractors selected by NHP; (ii) such review of Laureate's records as to the Property, the Real Estate Partnerships and the Existing Operating Partnerships as NHP deemed advisable; (iii) approval by the Board of Directors of NHP of the transactions contemplated by this Agreement; (iv) review and approval of the Tax Returns; (v) review and approval of the Laureate Corporation Financial Statements and Operating Summaries; (vi) review and approval of the two most recent MediCaid surveys and/or other governmental and/or regulatory agency reports including responses and follow-up correspondence; (vii) review and approval of the terms and conditions of the documentation evidencing the Continuing Debt and the Existing Encumbrances which are to be assumed pursuant to Section 3.3(a)(i); (viii) review and approval of the constituent documentation and entity records for the Laureate Corporations, the Real Estate Partnerships and the Existing Operating Partnerships; (ix) review and approval of all documentation and reports which NHP deemed necessary, and which satisfies NHP, in its sole and absolute discretion, that Investments and Laureate Properties have no taxable earnings and profits as of July 1, 1997, as of the date hereof and will have no taxable earnings and profits as of the Effective Time; and (x) subject to Section 3.2(i) below, and without relieving Investments and Laureate Properties from their representations and warranties set forth in Section 5.1(av) below, review and approval of all documentation and reports which NHP deemed necessary, in its sole and absolute discretion, regarding (i) the amount of built-in gain resulting from the subchapter S status of Investments and Laureate Properties, and (ii) the continuity of Investments and Laureate Properties status and qualification as S corporations pursuant to Section 1361 et seq of the Code. ------
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DUE DILIGENCE CONTINGENCIES. The obligation of Buyer to conclude the transaction for the purchase of the Property as contemplated by this Agreement is expressly made contingent upon the provisions of this section. (a) Within sixty (60) days from the Seller Deliverable Date (the “Due Diligence Period”), Buyer, at Buyer’s expense, shall have determined in its sole discretion that Buyer is satisfied with the title, survey, and physical condition of the Property and Buyer has obtained all due diligence and feasibility inspection reports deemed necessary by Buyer (including, but not limited to, site assessments, engineering assessments, environmental site assessments, soils tests, well tests, agreement on tax abatement, building inspections, and review of documents, permits, licenses and special assessments), the results of which due diligence inspections must be satisfactory to Buyer in all respects. (b) Buyer shall have sixty (60) days from the Seller Deliverable Date, in which to provide Seller with any written objections to the status of title. Buyer shall be deemed to have waived any title objections not made within the applicable period provided for above, except that this shall not operate as a waiver of Seller’s covenant to deliver a warranty deed. Objection to liens shall be presumed. Seller shall have a period of thirty (30) days in which to correct the title and make it marketable and insurable. If title to the Property cannot be made marketable and insurable within said period of time or such further time as may be granted by Buyer, Buyer may, in its sole discretion, proceed with the Closing without waiving any claim Buyer may have against Seller for said title objections, and/or seek any other remedy provided herein or by law, or may cancel the purchase contemplated by this Agreement, in which case Buyer shall have no further liability to Seller. If applicable, the Title Policy shall be issued as soon as possible after Closing. (c) From the Effective Date through the date of Closing, there shall not have occurred any material adverse changes in the condition of the Property or the title thereto, except as may have been requested, caused or suffered by Buyer. (d) No action, suit, or proceeding before any court or any governmental body or authority, pertaining to the transaction shall have been instituted or threatened by Closing. (e) As of date and hour of Closing, title to the Property shall be marketable, insurable to the extent of the Purchase Price and subject to no easemen...
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DUE DILIGENCE CONTINGENCIES. The obligation of Buyer to conclude the transaction for the purchase of the Property as contemplated by this Agreement is expressly made contingent upon the following provisions. In order for Buyer to exercise Buyer’s right to terminate this Agreement pursuant to the following contingencies, Buyer must provide Seller with written notification of Buyer’s intent to terminate this Agreement on or before one hundred eighty (180) days after the date of acceptance (the “Due Diligence Period”). However, Buyer shall have the right to extend the “Due Diligence Period” for up to two (2) additional periods of sixty (60) days each (commencing on the first day after the end of the Due Diligence Period previously in effect) provided that for each extension Buyer provides written notice to Seller of such extension at least five (5) days prior to the last day of the Due Diligence Period previously in effect. If Buyer delivers a timely written notice to Seller pursuant to any of the contingencies outlined in this Section, Buyer’s obligation to purchase the Property shall be terminated and Buyer’s xxxxxxx money deposited with the Title Company shall be returned to Buyer.
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DUE DILIGENCE CONTINGENCIES 
Sample 1

Related to DUE DILIGENCE CONTINGENCIES

  • Due Diligence Examination At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times for the purposes of reviewing all Records and other data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property, subject to providing reasonable advance notice to Seller unless otherwise agreed to by Buyer and Seller (the “Due Diligence Examination”). Seller shall have the right to have its representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property.

  • Due Diligence Items Buyer’s Due Diligence shall consist of Buyer’s review and approval of the contents of the Seller Disclosures referenced in Section 7, and any other tests, evaluations and verifications of the Property deemed necessary or appropriate by Buyer, such as: the physical condition of the Property; the existence of any hazardous substances, environmental issues or geologic conditions; the square footage or acreage of the land and/or improvements; the condition of the roof, walls, and foundation; the condition of the plumbing, electrical, mechanical, heating and air conditioning systems and fixtures; the condition of all appliances; the costs and availability of homeowners’ insurance and flood insurance, if applicable; water source, availability and quality; the location of property lines; regulatory use restrictions or violations; fees for services such as XXX xxxx, municipal services, and utility costs; convicted sex offenders residing in proximity to the Property; and any other matters deemed material to Buyer in making a decision to purchase the Property. Unless otherwise provided in the REPC, all of Buyer’s Due Diligence shall be paid for by Buyer and shall be conducted by individuals or entities of Buyer's choice. Seller agrees to cooperate with Buyer’s Due Diligence. Buyer agrees to pay for any damage to the Property resulting from any such inspections or tests during the Due Diligence.

  • Due Diligence Period (a) During the period (the “Due Diligence Period”) beginning on the Effective Date and ending at 5:00 p.m. Eastern time on November 19, 2014 (the “Expiration of the Due Diligence Period”), Purchaser shall have the right, upon a minimum of one Business Day’s prior telephonic or written notice to Seller, to make a physical inspection of the Property, including (i) a non-invasive inspection of the environmental condition thereof and such non-invasive physical engineering and other studies and tests on the Property as Purchaser deems appropriate in its sole discretion and (ii) with Seller’s consent, which Seller may withhold in its sole discretion, further inspections of the environmental condition of the Property and further physical engineering and other studies and tests on the Property that are invasive or could alter the physical condition of the Property (including examination of materials, soil samples, and groundwater). Prior to performing any inspection or test (whether non-invasive or otherwise), Purchaser must deliver a certificate of insurance to the applicable Seller evidencing that Purchaser and its contractors, agents and representatives have in place comprehensive general liability insurance (with policy limits of at least $1,000,000 per occurrence and $2,000,000 aggregate) and for workers’ compensation insurance (with policy limits not less than statutory requirements) for its activities on the Property on terms reasonably satisfactory to Seller covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives on the Property, which insurance shall name Seller and the Company as additional insureds thereunder and Purchaser shall bear the cost of all such inspections or tests. All third-party professional inspection companies or individuals shall be duly licensed. Notwithstanding the foregoing, Purchaser shall give no fewer than two Business Days’ notice to Seller prior to inspecting any Tenant occupied portions of the Property. Subject to the provisions of this Section 2.3, Purchaser upon prior notice to Seller may meet with the current property manager at the Property. At Purchaser’s request, and to the extent in Seller’s or the Company’s possession, Seller shall make available to Purchaser copies of the maintenance records and reports for the Property. Purchaser shall (i) exercise reasonable care at all times that Purchaser shall be present upon the Property, (ii) at Purchaser’s expense, observe and comply with all applicable laws and any conditions imposed by any insurance policy then in effect with respect to the Property and made known to Purchaser, (iii) not engage in any activities which would violate the provisions of any permit or license pertaining to the Property and made known to Purchaser, (iv) not unreasonably disturb the Tenants or unreasonably interfere with their use of the Property pursuant to their respective Leases, (v) not unreasonably interfere with the operation and maintenance of the Property, (vi) repair any damage to the Property resulting directly or indirectly from Purchaser’s activities at the Property and (vii) not disclose any confidential information except as permitted under this Agreement or required by applicable law. Purchaser’s obligation pursuant to clauses (vi) and (vii) above shall survive any termination of this Agreement. (b) Purchaser understands and agrees that any on-site inspections of the Property shall occur during normal business hours after the requisite prior notice to Seller and shall be conducted in accordance with the terms hereof. Seller reserves the right to have a representative present during any such inspections and property manager interviews. If the Closing does not occur, then on request by Seller and payment by Seller to Purchaser 50% of Purchaser’s out-of-pocket costs for any requested inspection reports, Purchaser will furnish to Seller any draft of final reports received by Purchaser and requested by Seller relating to any inspections of the Property. (c) Purchaser agrees to protect, indemnify, defend and hold Seller and the Company harmless from and against any claim for liabilities, losses, costs, expenses (including reasonable attorneys’ fees), damages or injuries arising out of or resulting from the inspection of the Property by Purchaser or its agents or consultants, excluding any liabilities, losses, costs and expenses, damages or injuries arising out of, and then only to the extent of, (i) Seller’s or the Company’s negligence or willful misconduct or (ii) any pre-existing condition discovered or revealed in the inspection of the Property by Purchaser or its agents or consultants. Purchaser’s obligation to indemnify and hold harmless Seller and the Company pursuant to this Section 2.3(c) shall survive the Closing or any termination of this Agreement.

  • Buyer’s Due Diligence Prior to Closing, Buyer shall have the right to perform due diligence at the property, including without limitation commissioning an appraisal of the Property, a survey, and a property condition assessment. Buyer may obtain a survey of the Property before the Closing to assure that there are no defects, encroachments, overlaps, boundary line or acreage disputes, or other such matters, that would be disclosed by a survey ("Survey Problems"). The cost of the survey, appraisal and property condition assessment shall be paid by the Buyer. Not later than , Buyer shall notify Seller of any Survey Problems, and any such Survey Problem which shall prevent the issuance of title clear of any encroachment shall be deemed a defect in the title to the Property. Seller shall be required to remedy any such defects within days prior to the Closing. If Seller is unwilling or unable to remedy any such defects, Buyer shall have the right to cancel this Agreement, in which event Buyer shall receive a full refund of the Deposit.

  • Due Diligence Session Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 Trading Days), and at each Representation Date, the Company will conduct a due diligence session, in form and substance, reasonably satisfactory to the Manager, which shall include representatives of management and Accountants. The Company shall cooperate timely with any reasonable due diligence request from or review conducted by the Manager or its agents from time to time in connection with the transactions contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate corporate officers and the Company’s agents during regular business hours, and timely furnishing or causing to be furnished such certificates, letters and opinions from the Company, its officers and its agents, as the Manager may reasonably request. The Company shall reimburse the Manager for Manager’s counsel’s fees in each such due diligence update session, up to a maximum of $2,500 per update, plus any incidental expense incurred by the Manager in connection therewith.

  • Due Diligence Review Prior to the filing of the Registration Statement the Company shall make available for inspection and review by the Investor, advisors to and representatives of the Investor, any underwriter participating in any disposition of the Registrable Securities on behalf of the Investor pursuant to the Registration Statement, any such registration statement or amendment or supplement thereto or any blue sky, NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement.

  • Due Diligence Cooperation The Company will cooperate with any reasonable due diligence review conducted by the Agent or its representatives in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Agent may reasonably request.

  • Diligence Requirements Company shall use diligent efforts or shall cause its Affiliates or Sublicensees to use diligent efforts to develop Licensed Products and to introduce Licensed Products into the commercial market; thereafter, Company or its Affiliates or Sublicensees shall make Licensed Products reasonably available to the public. Specifically, Company or its Affiliates or Sublicensees shall fulfill the following obligations: (a) Within ninety (90) days after the Effective Date, Company shall furnish Medical School with a written research and development plan under which Company intends to develop Licensed Products. (b) Within sixty (60) days after each anniversary of the Effective Date, Company shall furnish Medical School with a written report on the progress of its efforts during the prior year to develop and commercialize Licensed Products, including without limitation research and development efforts, efforts to obtain regulatory approval, marketing efforts, and sales figures. The report shall also contain a discussion of intended efforts and sales projections for the current year. (c) Company shall endeavor to obtain all necessary governmental approvals for the manufacture, use and sale of Combination Product and Licensed Product. Specifically, Company shall: (i) Within eight (8) years after the Effective Date, file an Investigational New Drug Application (“IND”) or its equivalent covering at least one Combination Product or Licensed Product with the U.S. Food and Drug Administration (“FDA”); (ii) Within thirteen (13) years after the Effective Date, file a New Drug Application (“NDA”) with the FDA covering at least one Combination Product or Licensed Product; (iii) Within eighteen (18) months after receiving FDA approval of the NDA for a Combination Product or Licensed Product, market at least one Combination Product or Licensed Product in the U.S.; and (iv) reasonably fill the market demand for any Combination Product or Licensed Product following commencement of marketing of such product at any time during the exclusive period of this Agreement. (d) Within eighteen (18) months after the Effective Date, Company shall successfully undertake a public or private offering of raising ten million dollars ($10,000,000). (e) In addition to the obligations set forth above, Company or its Affiliates or Sublicensees shall spend (either directly or through sponsored research by Company or its Affiliates or Sublicensees at the Medical School) an aggregate of not less than {***} per calendar year for the development of Combination Product and/or Licensed Product commencing with the year 2004. Company shall have the responsibility to finance its obligations in this Section 3.1, and the Medical School shall provide reasonable cooperation to Company in this regard. In the event that Medical School determines that Company (or an Affiliate or Sublicensee) has not fulfilled its obligations under this Section 3.1., Medical School shall furnish Company with written notice of such determination. Within sixty (60) days after receipt of such notice, Company shall either (i) fulfill the relevant obligation or (ii) negotiate with Medical School a mutually acceptable schedule of revised diligence obligations, failing which Medical School shall have the right, immediately upon written notice to Company, to terminate this Agreement.

  • Due Diligence Investigation Pubco shall be reasonably satisfied with the results of its due diligence investigation of the Company in its sole and absolute discretion.

  • Due Diligence Materials Within fifteen (15) days after the Effective Date, Seller shall deliver to Purchaser for its review the following items: a. True, correct, complete and legible copies of all Business Agreements, Warranties, Permits, Accreditations, Applicable Notices, Engineering Documents and Seller's Operating and Service Agreements (solely for the purposes of this Section 4.la., xhe terms Business Agreements, Warranties, Permits, and Engineering Documents shall include all agreements, documents, and instruments otherwise included within such definitions, whether or not the same are assignable by Seller); b. True, correct, complete and legible copies of tax statements or assessments for all real estate and personal property taxes assessed against the Property for the current and the two prior calendar years, if available; c. True, correct and legible listing of all Fixtures, Personal Property and Excluded Property, including a current depreciation schedule; d. True, correct, complete and legible copies of all existing fire and extended coverage insurance policies and any other insurance policies pertaining to the Property, if any; e. True, correct, complete and legible copies of all instruments evidencing, governing or securing the payment of any loans secured by the property or related thereto. Seller may make such instruments available for inspection and copying by Purchaser at Seller's principal office; f. True, correct, complete and legible copies of any and all environmental studies or impact reports relating to the Property, if any, and any approvals, conditions, orders or declarations issued by any governmental authority relating thereto (such studies and reports shall include, but not be limited to, reports indicating whether the Property is or has been contaminated by Hazardous Materials and whether the Property is in compliance with the Americans with Disabilities Act and Section 504 of the Rehabilitation Act of 1973, as applicable); g. True, correct, complete and legible copies of any and all litigation files with respect to any pending litigation and claim files for any claims made or threatened, the outcome of which might materially affect the Property or the use and operation of the Property. Seller may make such files available for inspection and copying by Purchaser at Seller's principal office.

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