Due Diligence Contingency. Purchaser shall have until 5:00 p.m. (Eastern Time) on the date that is sixty (60) days after the Effective Date (the “Due Diligence Period”), to perform its due diligence review of the Property and all matters related thereto which Purchaser deems advisable, including, without limitation, any engineering, environmental, title, survey, financial, operational and legal compliance matters relating to the Property. If Purchaser, in its sole discretion, is not satisfied with the results of its due diligence review of the Property for any reason, Purchaser shall have the right to terminate this Agreement by providing written notice to Seller prior to the expiration of the Due Diligence Period (the “Due Diligence Contingency”). If Purchaser terminates this Agreement pursuant to the Due Diligence Contingency in accordance with this Section 4.1.1, then: (i) the Deposit shall be refunded to Purchaser in accordance with Section 3.2.4, (ii) Purchaser shall supply to Seller reports and copies of all site work completed during the Due Diligence Period, and (iii) the Parties shall have no further rights or obligations under this Agreement, except those which expressly survive such termination. If Purchaser does not terminate this Agreement pursuant to the Due Diligence Contingency in accordance with this Section 4.1.1, then subject to the terms and provisions of this Agreement, Purchaser shall be deemed to have waived its rights to terminate this Agreement pursuant to the Due Diligence Contingency.
Due Diligence Contingency. Purchaser shall have had the period from Friday, July 22, 2011 until 5:00 p.m. (Eastern Time) on Friday, August 12, 2011 (the “Due Diligence Period”) to perform its due diligence review of the Property and all matters related thereto which Purchaser deems advisable, including, without limitation, any engineering, environmental, title, survey, financial, operational and legal compliance matters relating to the Property. If Purchaser, in its sole discretion, is not satisfied with the results of its due diligence review of the Property for any reason or no reason at all, Purchaser shall have the right to terminate this Master Purchase and Sale Agreement by providing written notice to Seller prior to the expiration of the Due Diligence Period (the “Due Diligence Contingency”). Upon termination of this Master Purchase and Sale Agreement pursuant to this Section 4.1.1, the Parties shall have no further rights or obligations under this Master Purchase and Sale Agreement, except those which expressly survive the termination of this Master Purchase and Sale Agreement in accordance with the terms hereof. If Purchaser fails to notify Seller, in writing, on or before the expiration of the Due Diligence Period, that Purchaser does not want this Master Purchase and Sale Agreement to terminate upon the expiration of the Due Diligence Period, then, Purchaser shall be deemed to have elected to terminate this Master Purchase and Sale Agreement. If Purchaser terminates (or is deemed to have terminated) this Master Purchase and Sale Agreement pursuant to this Section 4.1.1, the Deposit (and all interest earned thereon) shall be promptly returned to Purchaser, without the need for notice from, by or on behalf of Purchaser or Seller.
Due Diligence Contingency. Lessor shall have the right to conduct a due diligence investigation of the Property in accordance with standard terms of a residential purchase and sale contract, for a period of ten (10) business days, and shall have the right to terminate the purchase and sale contract and revoke its election to purchase the Leasehold Interest as provided in the purchase and sale contract with or without cause, for any reason or no reason, in accordance with standard market practice. Lessee grants Lessor the right to reasonably access the Property (including without limitation the interior of the Residence) to perform any investigations pursuant to the purchase of the Property.
Due Diligence Contingency. Buyer shall have a period, commencing on the Signing Date and ending on the earlier of the Closing Date and April 30, 2008 (the “Due Diligence Period”), to conduct (directly and through its Representatives) any and all legal, regulatory, financial, business, environmental and other investigations, evaluations and inspections regarding the assets, liabilities, prospects, vendors, customers, Employees, operations and affairs of the Business, Sellers and their Products and the Sellers Real Property (the “Due Diligence”) as desired by Buyer (including, but not limited, to a review of the ANDAs and the intellectual property matters applicable to each of such Products). If Buyer is not satisfied, in its sole discretion, with the results of its Due Diligence, it may elect to exercise its termination rights pursuant to Section 7.1(e), upon the conditions and subject to the limitations set forth therein.
Due Diligence Contingency. Within five (5) business days of the Effective Date Seller shall provide Buyer with copies of or access to the information (the "Property Documents") described in Exhibit E attached hereto. Subject to the terms of the Tenant Leases, Seller shall provide Buyer with reasonable access to the Property during regular business hours upon not less than forty-eight (48) hours notice. Seller, upon reasonable advance notice, shall also make available to Buyer for its inspection and photocopying during regular business hours such Property Documents which were not delivered to Buyer but are in Seller's or the manager of the Property's possession. Seller shall have no obligation to deliver to Buyer any of the following confidential and proprietary materials: (1) information contained in Seller's credit reports, credit authorizations, credit for financial analyses or projections, steering committee sheets, account summaries or other internal documents relating to the Property, including any valuation documents and the book value of the Property; (2) material which is subject to attorney client privilege or which is attorney work product; (3) appraisal reports or letters; (4) financials of Seller or any affiliate of Seller; or (5) material which Seller is legally required not to disclose. Commencing on the Effective Date and continuing until 5:00 p.m. Central Time on August 9, 2001 (the "Due Diligence Period"), Buyer shall in good faith diligently perform and complete, at its sole expense, its due diligence review, examination and inspection of all matters pertaining to its acquisition of the Property, including the Tenant Leases, Intangible Property, and all financial, physical, environmental and compliance matters, entitlements and other conditions respecting the Property. Buyer shall at all times conduct such due diligence in compliance with applicable laws and the terms of the Tenant Leases, and in a manner so as to not cause damage, loss, cost or expense to Seller, the Property or the tenants of the Property (and without interfering with or disturbing any tenant at the Property). In no event shall Buyer contact any tenant of the Property nor shall Buyer contact any governmental authority having jurisdiction over the Property without Seller's express written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer shall provide Seller with certificates evidencing the comprehensive general liability insurance policies which shall be mai...
Due Diligence Contingency. Purchaser’s obligation to close hereunder is expressly conditioned upon satisfactory completion of due diligence to its sole satisfaction.
Due Diligence Contingency. Buyer shall have approved all matters affecting the title, condition, feasibility and use of the Property, as disclosed by, among other things, the Books and Records, soil tests, and architectural and structural tests, and other review or inspections Buyer or its advisors elect to make (the “Due Diligence Contingency”). Seller acknowledges that the Due Diligence Contingency described in this Section 4.01(a) is for the benefit of Buyer and that Xxxxx has the sole discretion to determine whether or not the Due Diligence Contingency has been satisfied or waived. If Buyer determines (in Buyer's sole and absolute discretion) that Buyer is satisfied with the Due Diligence Contingency under this Section 4.01(a), then Buyer shall, prior to expiration of the Contingency Period, deliver a Notice to Seller waiving the contingency under this subsection 4.01(a). If Buyer fails to provide such Notice of satisfaction prior to expiration of the Contingency Period, the Due Diligence Contingency under this subsection 4.01(a) shall be deemed to have not been satisfied or waived and this Agreement shall automatically terminate and the Xxxxxxx Money Note shall be promptly returned to Buyer, and neither Buyer or nor Seller shall have any further obligation under this Agreement.
Due Diligence Contingency. Due diligence shall be as follows: Owner will provide Offeror with access to the Real Estate upon not less than one (1) business day notice. Owner will also make available to Offeror for its inspection and photocopying, each written and assignable service contract, lease, license, permit, warranty (if assignable), and other agreements relating to same in Owner’s possession which are in effect as of the Effective Date. Commencing on the Effective Date and continuing for a period of seventy-five (75) days after the Effective Date (“Due Diligence Period”), Offeror may perform and complete, at its sole expense, its due diligence review, examination and inspection of all matters pertaining to its acquisition of the Real Estate, including, without limitation, (i) “Phase I,” “Phase II” and other environmental assessments, (ii) soil and boring tests, (iii) topographic, engineering, storm water, traffic, parking and other feasibility and physical studies, (iv) investigations into zoning, permit, and other land-use matters, (v) obtaining all zoning and other governmental approvals and/or permits that Offeror deems necessary or appropriate, in its sole and absolute discretion, in connection with the development of the Real Estate as intended by Offeror, (vi) applying for any tax abatement or other economic development incentives that may be available, (vii) obtaining agreements with applicable utility providers to secure extension of all necessary utilities to the Real Estate, and (viii) any other similar items. Owner will cooperate as reasonably requested by Offeror on any permits, zoning or other governmental approvals needed for Offeror’s intended use of the Real Estate and any tax abatement or economic development incentive benefits pursued by Offeror, by, among other things, executing any required consents or applications that need to be filed. Offeror will at all times conduct such due diligence in compliance with applicable laws, and in a manner so as to not cause damage, loss, cost or expense to Owner or the Real Estate, and Offeror will promptly restore the Real Estate to its condition immediately following such inspections and examinations and will keep the Real Estate free and clear of any mechanic’s liens or other liens in connection with such inspections and investigations. Offeror hereby agrees to indemnify, defend, and hold harmless Owner from and against any and all liabilities, claims, damages, demands, losses, and causes of action (collectively, “Cl...
Due Diligence Contingency. Purchaser shall have until 5:00 p.m. (Eastern Time) on January 31, 2022 (the “Due Diligence Period”), to perform the remaining due diligence review of the Property which is now limited to environmental, title, and survey (collectively the “Remaining Due Diligence”). If Purchaser, in its sole discretion, is not satisfied with the results of its Remaining Due Diligence for any reason, Purchaser shall have the right to terminate this Agreement by providing written notice to Seller prior to the expiration of the Due Diligence Period (the “Due Diligence Contingency”). If Purchaser terminates this Agreement pursuant to the Due Diligence Contingency in accordance with this Section, then: (i) the Deposit shall be refunded to Purchaser in accordance with provisions hereunder,
Due Diligence Contingency. In the event Purchaser in its sole discretion disapproves of the condition of the Property or the Property Information for any reason, then Purchaser may terminate this Agreement at any time prior to expiration of the Due Diligence Period by giving written notice to Seller, in which event this Agreement shall terminate and the Escrow Deposit and any accrued interest shall be immediately returned by Escrow Agent to Purchaser, without any further instructions or direction from any party hereto. If Purchaser does not give notice approving the Property prior to expiration of the Due Diligence Period, then Purchaser shall be deemed to have disapproved the condition of the Property and Property Information. Upon Purchaser’s approval of the Property and Property Information, the Escrow Deposit shall become non-refundable to Purchaser, except in the event that the transaction set forth herein does not timely Close as a result of a breach of any term or condition of this Agreement by Seller, or Seller’s failure to timely perform any condition or obligation set forth herein. At Closing, the Escrow Deposit shall be credited against the Purchase Price.
