Due Diligence Notice Clause Samples

Due Diligence Notice. Tenant shall indemnify, defend and hold Landlord harmless from and against any loss, damage, liability, suit, claim, cost or expense (including legal fees and costs) resulting from the exercise by Tenant of its rights of physical investigation or entry. In performing its examinations and inspections of the Premises, Tenant shall minimize any interference with Landlord’s use of the Premises and shall not interfere with the quiet enjoyment of the residents of the Facility. Tenant shall provide Landlord with proof of insurance covering risks on the Premises prior to Tenant accessing the Premises. Tenant will name Landlord as an additional insured on said policy. In addition, Tenant agrees to not actively solicit to hire any of Landlord’s personnel employed at the Facility for a period of one (1) year after the Effective Date unless Tenant commences occupancy of the Premises and payment of rent. The limitation on hiring Landlord’s personnel shall not apply to Tenant’s hiring of anyone who responds to a general public solicitation for employment.

Due Diligence Notice. At the Closing, Buyer Parent and Buyers shall deliver to Seller a written notice identifying any fact within Buyers' Knowledge, whether as a result of their due diligence investigation in connection with the transactions contemplated by this Agreement or otherwise, that causes a representation or warranty of Seller Parent or Seller contained in this Agreement not to be true and correct as of a date and to the extent required to be true and correct hereunder. If Buyer Parent or Buyers fail to comply with the provisions of this Section 7.2, the fact that is within Buyers' Knowledge, but is not disclosed by Buyer Parent or Buyers shall be deemed to have been disclosed by Seller and Seller Parent to the Buyer Parent and Buyers as a qualification to the applicable representations and warranties of Seller Parent and Seller, and none of Buyer Parent and Buyers shall be entitled to assert any claim as a result of or in connection with the failure of Seller Parent or Seller to disclose the same (whether pursuant to Article XI or otherwise), it being understood that any such claim is hereby irrevocably waived by each of Buyer Parent and Buyers.

Due Diligence Notice. The Due Diligence Notice required by Section 4(d)(iii) of the Agreement is hereby deemed to have been given by Purchaser indicating Purchaser’s election to consummate the purchase of the Properties in accordance with the terms of the Agreement.

Due Diligence Notice. 6 ARTICLE III

Due Diligence Notice. Developer shall complete all Due Diligence Investigations within the Due Diligence Period at Developer’s sole cost and expense. Developer shall not conduct any intrusive or destructive testing on the Property, other than low volume soil samples, without City’s prior written consent. Developer shall pay all of Developer’s vendors, inspectors, surveyors, consultants, or agents engaged in any inspection or testing of the Property, such that no mechanics liens or similar liens for work performed are imposed upon the Property by any of Developer’s vendors, inspectors, surveyors, consultants, or agents. Following the conduct of any Due Diligence Investigations on the Property, Developer shall restore the Property to substantially the Property’s condition before the conduct of the Due Diligence Investigations. Developer shall Indemnify City against all Claims arising from or relating to Developer’s Due Diligence Investigations regarding the Property. Developer shall provide City with evidence of Liability Insurance (defined in Section‌ 1.2 of EXHIBIT G) before the commencement of any Due Diligence Investigations on the Property. Developer shall send a Due Diligence Notice to City during the Due Diligence Period. If Developer fails to send the Due Diligence Notice to City within the Due Diligence Period, Developer will be deemed to reject the condition of the Property.

Due Diligence Notice. Buyer shall have thirty-five (35) days from the Execution Date (the "Notice Date") to notify Seller in writing of any matters pertaining to (i) the presence or release of Hazardous Materials on the Properties, (ii) the violation of any zoning laws pertaining to the Properties, and (iii) any violations of the Americans with Disabilities Act (the "ADA") arising from any improvements or renovations performed by Seller after the passage of the ADA ("Buyer's Due Diligence Notice"). Buyer's Due Diligence Notice shall describe the nature of the concern arising from Buyer's due diligence review and shall include any supporting documentation that may be necessary for Seller to fashion an appropriate cure for the matter referenced in said notice. Within fifteen (15) days after receipt of Buyer's Due Diligence Notice, Seller shall advise Buyer in writing that Seller will either remedy, discharge, repair, remediate, insure over or cure said matters referenced in Buyer's Due Diligence Notice. Alternatively, Seller may notify Buyer that it will indemnify Buyer with regard to such matters in accordance with Paragraph 3.6. BUYER ACKNOWLEDGES THAT SELLER HAS NOT MADE AND DOES NOT HEREBY MAKE ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS OF ANY KIND OR CHARACTER WHATSOEVER WITH RESPECT TO THE PROPERTIES, WHETHER EXPRESSED OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND AS LIMITED BY THE INFORMATION PROVIDED IN BUYER'S DUE DILIGENCE NOTICE. FURTHERMORE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE AND DOES NOT MAKE, AND BUYER HEREBY DISCLAIMS THE EXISTENCE OF OR RELIANCE UPON, ANY IMPLIED WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BUYER HEREBY REPRESENTS THAT IT IS NOT RELYING UPON ANY WARRANTIES, PROMISES, GUARANTEES, OR REPRESENTATIONS MADE BY SELLER OR ANYONE ACTING OR CLAIMING TO ACT ON BEHALF OF SELLER IN PURCHASING THE PROPERTIES, OTHER THAN THE WARRANTIES SET OUT IN THE DEEDS OR THIS AGREEMENT.