Due Diligence Contingency. Commencing as of the Effective Date, Buyer shall have until the end of the forty-fifth (45th) day thereafter (the “Due Diligence Period”) to perform its due diligence review of the Property and all matters related thereto which Buyer deems advisable, including, without limitation, any engineering, environmental, title, survey, financial, operational and legal compliance matters relating to the Property. Unless Buyer, in its sole discretion and with or without reasons, notifies Seller and Escrow Holder on or before the last day of the Due Diligence Period that it is satisfied with the results of its due diligence review of the Property, this Agreement shall terminate, Section 14.20 shall apply, and without the necessity of any instructions from Seller and notwithstanding any contrary demands of Seller or any other person, Escrow Holder is instructed to return the Xxxxxxx Money, less the Independent Consideration, to Buyer and pay the Independent Consideration to Seller, each within two (2) Business Days after expiration of the Due Diligence Period. If Buyer notifies Seller, in writing, on or before the expiration of the Due Diligence Period, that Buyer is satisfied with its due diligence, this Agreement shall continue thereafter to be binding and enforceable against the Buyer and Seller under the terms and conditions of this Agreement. If Buyer has not obtained approval for the New Franchise Agreement or completed the Audits prior to the end of the Due Diligence Period, Buyer shall be permitted to extend the Due Diligence Period for an additional fifteen (15) days, and shall be permitted to terminate this Agreement as provided in this Section 4.1.1 prior to the end of such extended Due Diligence Period, but only for failure to obtain approval for the New Franchise Agreement or complete the Audits. The Due Diligence Period may also be extended pursuant to Section 7.11.2.
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. 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 D 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 July 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 maint...
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. Purchaser’s obligation to close hereunder is expressly conditioned upon satisfactory completion of due diligence to its sole satisfaction.
Due Diligence Contingency. Upon (a) the prior written permission of Seller (any such permission, an “Entry Permission”) which will not be unreasonably withheld or delayed, and (b) Buyer’s compliance with Seller’s standard security protocol and confidentiality requirements, Buyer and its agents and representatives may access the Property during the Due Diligence Period (as defined herein). To the extent not previously provided to Buyer, Seller shall, within five (5) days after the Effective Date, and to the extent in Seller’s possession or control, deliver to Buyer copies of the items and information described in Exhibit C (collectively, the “Due Diligence Package”). Neither Seller nor any of Seller’s respective agents, employees, consultants or any other party has made any warranty or representation, express or implied, regarding the truth, accuracy or completeness of the Due Diligence Package, the information, data or conclusions contained therein or the source(s) thereof, and Seller has not undertaken any independent investigation as to any of the foregoing matters. In the event this Agreement is terminated, Xxxxx shall promptly destroy or return the Due Diligence Package and photocopies thereof to Seller.
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 Buyer 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. Satisfactory due diligence reviews by each party shall be a condition of closing. UCHUB and United agree to cooperate with each other in the performance of their respective due diligence reviews. Procedures and details of the due diligence review condition shall be set forth in the Definitive Agreements. From the date hereof until the earlier of the closing of the transactions contemplated hereby or the termination of negotiations between the parties, the parties (and, their designated representatives) will have reasonable access through the personnel, facilities, officers and to all appropriate books and records of each other for purposes of conducting a due diligence investigation with respect to the transactions contemplated hereby. If the transactions contemplated hereby are not consummated, the parties will return all documents, including originals and all copies in their possession, which were obtained hereunder and maintain the confidentiality of any information obtained hereunder in accordance with the terms of paragraph 9.
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...
