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, ...
Due Diligence Period. The Parties hereby acknowledge that, as of the Effective Date, the Purchasers have not yet had an opportunity to complete their Due Diligence Investigation and fully review and evaluate all aspects of this transaction and the condition and suitability of the Assets. Accordingly, for the period (the “Due Diligence Period”) beginning on the Effective Date and continuing until 5:00 p.m. (Pacific Time) on April 15, 2012 (as such date may be accelerated pursuant to Section 1.9, the “Hard Date”), and notwithstanding any other provision of this Agreement to the contrary, the Purchasers shall have the right to terminate this Agreement by written notice to the Sellers in the event the Purchasers, in the Purchasers’ sole discretion, are not satisfied with the Assets for any reason (or no reason), which reason (or no reason) need not be specified in such notice, provided that such notice is delivered to the Sellers and their counsel at the email addresses set forth in Exhibit 1.8, on or prior to 5:00 p.m. (Pacific Time) on the Hard Date. Each Seller acknowledges and agrees that the Purchasers have no obligation to give the Sellers prior notice, or to negotiate in good faith with the Sellers regarding modifying the terms of this Agreement or the transactions contemplated hereby, before the Purchasers deliver the notice of termination contemplated by the immediately preceding sentence to the email address listed in Section 1.8 of the Disclosure Letter. If such notice of termination is so delivered (i) on or before 5:00 p.m. (Pacific Time) on February 27, 2012 (the “Commitment Date”), then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Three Hundred Thousand Dollars ($300,000), which Three Hundred Thousand Dollars ($300,000) shall be paid to the Sellers, (ii) after 5:00 p.m. (Pacific Time) on the Commitment Date but on or before 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall be entitled to a refund of the Deposit minus an amount of Six Hundred Thousand Dollars ($600,000), which Six Hundred Thousand Dollars ($600,000) shall be paid to the Sellers or (iii) after 5:00 p.m. (Pacific Time) on the Hard Date, then the Purchasers shall not be entitled to a refund of the Deposit. If the Purchasers do not terminate this Agreement as set forth in this Section 1.8 or as otherwise provided herein, then this Agreement shall remain in full force and effect.
Due Diligence Period. (a) Transferee shall have the right, during the Due Diligence Period, and thereafter if Transferee notifies Transferor that Transferee has elected to proceed to Closing in the manner described below, to enter upon the Real Property and to perform, at Transferor's expense, such surveying, engineering, and environmental studies and investigations as Transferee may deem appropriate. If such tests, studies and investigations warrant, in Transferee's sole, absolute and unreviewable discretion, the purchase of the Property for the purposes contemplated by Transferee, then Transferee may elect to proceed to Closing and shall so notify Transferor and the Escrow Agent, in writing, prior to the expiration of the Due Diligence Period. If for any reason Transferee does not so notify Transferor and Escrow Agent of its determination to proceed to Closing prior to the expiration of the Due Diligence Period, or if Transferee notifies Transferor and Escrow Agent, in writing, prior to the expiration of the Due Diligence Period that it has determined not to proceed to Closing, this Agreement automatically shall terminate and Transferee and Escrow Agent shall be released from any further liability or obligation under this Agreement and, if requested by Transferor, Transferee will deliver such reports and materials to Transferor.
(b) During the Due Diligence Period, Transferor shall make available to Transferee, its agents, auditors, engineers, attorneys and other designees, for inspection and/or copying, copies of all existing architectural and engineering studies, surveys, title insurance policies, zoning and site plan materials, correspondence, environmental audits and reviews, books, records, tax returns, bank statements, financial statements, fee schedules and any and all other material or information relating to the Property which are in, or come into, Transferor's possession or control, or which Transferor may attain. Such information is more particularly described in EXHIBIT L attached hereto, as the same may be amended or supplemented by Transferor from time to time.
(c) Within thirty (30) days from the date hereof, if requested by Transferee, Transferor shall deliver to Transferee an ALTA/ACSM survey or a boundary survey, as reasonably required by Transferee, of the Land and the Improvements, prepared by a surveyor licensed to practice as such in the State, bearing a date not earlier than sixty (60) days from the date of its delivery and certified to both Transferee,...
Due Diligence Period. Property is being sold subject to a Due Diligence Period of days from the Binding Agreement Date. b.
Due Diligence Period. The expiration date of the Due Diligence Period is extended from September 5, 1997 to and including September 15, 1997.
Due Diligence Period. BUYER will, at BUYER'S expense and within 15 days from Effective Date ("Due Diligence Period"), determine whether the Property is suitable, in BUYER'S sole and absolute discretion, for BUYER'S intended use and development of the Property as specified in Paragraph 4. During the Due Diligence Period, BUYER may conduct any tests, analyses, surveys and investigations ("Inspections") which BUYER deems necessary to determine to BUYER'S satisfaction the Property's engineering, architectural, environmental properties; zoning and zoning restrictions; flood zone designation and restrictions; subdivision regulations; soil and grade; availability of access to public roads, water, and other permits, government approvals and licenses; compliance with American with Disabilities Act; absence of asbestos, soil and ground water contamination; and other inspections that BUYER deems appropriate to determine the suitability of the Property for BUYER'S intended use and development. BUYER shall deliver written notice to SELLER prior to the expiration of the Due Diligence Period of BUYER'S determination of whether or not the Property is acceptable. BUYER'S failure to comply with this notice requirement shall constitute acceptance of the Property in its present "as is" condition. SELLER grants to BUYER, its agents, contractors and assigns, the right to enter the Property at any time during the Due Diligence Period for the purpose of conducting Inspections; provided, however, that BUYER, it agents, contractors and assigns enter the Property and conduct Inspections at their own risk. BUYER shall indemnify and hold SELLER harmless from losses, damages, costs, claims and expenses of any nature, including attorney's fees at all levels, and from liability to any person, arising from the conduct of any and all inspections or any work authorized by BUYER. BUYER will not engage in any activity that could result in a mechanic's lien being filed against the Property without SELLER'S prior written consent. In the event this transaction does not close, (1) BUYER shall repair all damages to the Property resulting from the Inspections and return the Property to the condition it was in prior to conduct of the Inspections, and (2) BUYER shall, at BUYER'S expenses, release to SELLER all reports and other work generated as a result of the Inspections. Should BUYER deliver timely notice timely notice that the Property is not acceptable, SELLER agrees that BUYER'S deposit shall be immediately returned...
Due Diligence Period. Buyer shall have from the Effective Date until April 29, 2011 (such period being the “Due Diligence Period”) to physically inspect the Property, review the economic data, conduct appraisals, perform examinations of the physical condition of the Improvements, and to otherwise conduct such due diligence review of the Property in accordance with the terms hereof and a review all of the items to be furnished by Seller to Buyer pursuant to Section 3.3, and all records and other materials related thereto as Buyer deems appropriate.
Due Diligence Period. Buyer shall have a period of sixty (60) days following the Contract Date to complete its examination of the Property in accordance with this Section 3 (the “Due Diligence Period”).
Due Diligence Period. The expiration of the Due Diligence Period, as defined in Section 10(a) of the Contract, is hereby extended to November 10, 2017.
Due Diligence Period. The Buyer shall have fourteen (14) calendar days from the day escrow opens as a “Due Diligence Period” to investigate and conduct studies on the Property. During this period, Buyer shall have an opportunity to investigate and inspect all aspects of the Property, subject to the provisions of Paragraph 13 hereof, and determine, in the Buyer’s sole and absolute discretion, whether or not to acquire the Property pursuant to the terms and conditions set forth herein. Any studies undertaken by Buyer during the Due Diligence Period will be at Buyer’s expense. Buyer shall have the right to review any title reports, surveys, toxic and soil studies and all other correspondence and documents relating to the Property that are in CITY’s possession. CITY agrees that if additional documentation relating to the Property comes into CITY’s possession after expiration of the Due Diligence Period, CITY shall provide copies of such documents promptly to Buyer. Buyer acknowledges that CITY makes no representation or warranty whatsoever as to the accuracy or completeness of any information provided to Buyer or made available to Buyer under this paragraph.
