Due Diligence Review Period Sample Clauses

Due Diligence Review Period. Prior to closing, each Party will be entitled to conduct its own "due diligence" investigation and review of the other parties business. The parties will complete their reviews on, or before January 10, 2011. In the event of termination pursuant to this paragraph (a) of Section 3.04, no obligation, right or liability will arise hereunder, and each party will bear its own costs and expenses incurred by it in connection with the negotiation, drafting, and execution of this Agreement and the transactions herein contemplated.
Sample 1
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Due Diligence Review Period. CBK may terminate this Agreement if it is not satisfied, in its sole but reasonable judgment, with its due diligence review of RDK’s assets, business and operations, on or before July 3, 2018. For greater certainty, if this Agreement is terminated pursuant to this Section 7.8, it shall not constitute a Termination Payment Event, but any amounts outstanding pursuant to the Bridge Loan at such time shall become immediately due and payable by RDK.
Sample 1
Due Diligence Review Period. The Buyer shall have from the date hereof until 5:00 pm on May 15, 2003 (the “Due Diligence Review Period”) to evaluate the Premises, applicable laws and regulations, and any other matter deemed appropriate by the Buyer in order to satisfy itself, in its sole discretion, as to the suitability of the Premises for its purposes, including, without limitation, satisfactory arrangements with Amerigas. The Buyer shall advise the Seller as soon as possible if the Buyer makes the determination that the Premises are unsuitable even if the Due Diligence Review Period has not expired. If for any reason the Buyer is not satisfied, in Buyer’s sole and absolute discretion, the Buyer may terminate this Agreement by written notice to the Seller if received by the Seller by 5:00 p.m. on May 15, 2003 in which event all deposits hereunder shall be promptly returned to Buyer and this Agreement shall be null and void without further recourse of the parties, except the Buyer’s obligation to indemnify the Seller as provided in Section 1 above. The Buyer’s failure to give timely written notice of termination as aforesaid shall be conclusively deemed to constitute the Buyer’s waiver of the right to terminate this Agreement for due diligence matters.
Sample 1
Due Diligence Review Period. (a) Purchaser shall have the Due Diligence Review Period in which to review and/or perform all inspections and studies of the Assets and review Records (other than Excluded Records) that relate to the Assets to be purchased. Sellers shall promptly comply with all reasonable requests for information and document requests by Purchaser relating to the Assets to be purchased. Purchaser hereby acknowledges that Sellers have provided Purchaser and its agents with access to such Records for the purpose of inspecting them and will provide Purchaser and its agents with access to the Assets for purposes of appraisal, survey, inspection and testing; provided, however, that any such visit or inspection must be arranged in advance with a representative of Sellers and shall otherwise conform with the provisions of Section 4.04 hereof. Purchaser hereby acknowledges that Sellers have provided Purchaser with copies of all third party reports relating to the Assets or Facilities that are in the possession of Sellers (e.g. existing Surveys, Phase I environmental audits, engineering reports, etc.); provided, however, that Sellers make no representation or warranty with respect to the completeness or accuracy of any information contained in such reports. Purchaser’s due diligence review shall include the ability to conduct in-depth discussions with regional staff and various department heads at the Facilities, and such other Persons as reasonably requested by Purchaser, all as scheduled through Sellers and otherwise in accordance with Section 4.04 hereof. Prior to expiration of the Due Diligence Review Period, Purchaser shall have the right to terminate the transaction set forth herein, in Purchaser’s sole discretion, by delivering a written notice of termination to Sellers, with a copy to the Escrow Agent, whereupon the Deposit (and any interest earned thereon), less the fees and expenses of the Escrow Agent, shall be promptly returned to Purchaser by Escrow Agent. In such event, Sellers shall agree to cooperate by executing any documents which may be required by Escrow Agent to return the Deposit to Purchaser and, except as otherwise expressly provided herein, neither party shall have any further rights, duties, obligations or liabilities hereunder. Failure to timely deliver such written notice shall be deemed a waiver of such right of termination.
Sample 1
Due Diligence Review Period. Buyer shall have the right for a period commencing upon execution of this Agreement by both parties and ending on the Closing Date, to conduct such title review and research, environmental assessment, physical inspections, contract and other records review, financial review and other due diligence investigations, inspections and review with respect to the Assets as Buyer deems advisable, necessary and/or appropriate to satisfy itself as to the condition of the Assets and the title thereto and the legal, contractual and other obligations related to the ownership and operation of the Assets which will or may have an effect on Buyer's ownership and operation of the Assets after Closing. Seller agrees to cooperate, as reasonably requested by Buyer, in providing Buyer and Buyer's representatives access to the Assets and Records in connection with such due diligence activities by Buyer. With respect to any physical inspections or on-site environmental assessment activities, Buyer shall provide Seller three (3) days prior written notice of a desired date(s) for such inspections and/or assessments and Seller shall have the right to have a representative present during any inspection and/or assessment and, if any testing is conducted, Seller may require splitting of all samples. Buyer shall treat all information regarding the Assets as confidential, whether material or not, and shall not make any contact with any governmental authority or third party regarding same without Seller's written consent, unless required by applicable law or other directive.
Sample 1
Due Diligence Review Period. The Due Diligence Review Period is hereby extended until February 15, 2006 at 12:00 p.m., EST, at which time it shall expire.
Sample 1
Due Diligence Review Period. During the Due Diligence Review Period and, if this Agreement is not terminated by Purchaser during the Due Diligence Review Period, thereafter until Closing, Purchaser shall have the right, subject to rights of Tenants and the limitations imposed on Landlord’s right of entry under the respective Leases, to conduct the following due diligence with respect to the Real Property:
Sample 1
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Due Diligence Review Period 
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Related to Due Diligence Review Period

  • 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 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.

  • Periodic Due Diligence Review The Borrowers acknowledge that the Lender has the right to perform continuing due diligence reviews with respect to the Mortgage Loans, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise, and each Borrower agrees that upon reasonable (but no less than one (1) Business Day's) prior notice to such Borrower, the Lender or its authorized representatives will be permitted during normal business hours to examine, inspect, make copies of, and make extracts of, the Mortgage Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of such Borrower and/or the Custodian. The Borrowers also shall make available to the Lender a knowledgeable financial or accounting officer for the purpose of answering questions respecting the Mortgage Files and the Mortgage Loans. Without limiting the generality of the foregoing, the each Borrower acknowledges that the Lender shall make Advances to the Borrowers based solely upon the information provided by the Borrowers to the Lender in the Mortgage Loan Data Transmission and the representations, warranties and covenants contained herein, and that the Lender, at its option, has the right, at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans securing such Advance, including, without limitation, ordering new credit reports, new appraisals on the related Mortgaged Properties and otherwise re-generating the information used to originate such Mortgage Loan. The Lender may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. Each Borrower agrees to cooperate with the Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing the Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in the possession, or under the control, of such Borrower. In addition, the Lender has the right to perform continuing Due Diligence Reviews of each Borrower and its Affiliates, directors, officers, employees and significant shareholders. The Borrowers and Lender further agree that all out-of-pocket costs and expenses incurred by the Lender in connection with the Lender's activities pursuant to this Section 10.16 shall be paid for as agreed by such parties.

  • Due Diligence Review; Information The Company shall make available, during normal business hours, for inspection and review by the Investors, advisors to and representatives of the Investors (who may or may not be affiliated with the Investors and who are reasonably acceptable to the Company), all financial and other records, all SEC Filings (as defined in the Purchase Agreement) 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, within a reasonable time period, to supply all such information reasonably requested by the Investors 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 Investors 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 such Registration Statement. The Company shall not disclose material nonpublic information to the Investors, or to advisors to or representatives of the Investors, unless prior to disclosure of such information the Company identifies such information as being material nonpublic information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such material nonpublic information for review and any Investor wishing to obtain such information enters into an appropriate confidentiality agreement with the Company with respect thereto.

  • 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 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.

  • Due Diligence Materials The information heretofore furnished by the Seller to the Purchaser for purposes of or in connection with this Agreement or any transaction contemplated hereby does not, and all such information hereafter furnished by the Seller to the Purchaser will not (in each case taken together and on the date as of which such information is furnished), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they are made, not misleading.

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

  • Inspection Period Buyer shall be under no obligation to purchase the Property or otherwise perform under this Agreement unless Buyer determines the Property to be, in all respects, suitable for its intended purposes. The decision as to whether the Property is suitable for its intended purposes shall be the sole decision of Buyer, determined in the absolute discretion of Buyer, with Buyer’s decision being final and binding upon both Parties. Buyer shall have until , 20 , at : ☐ AM ☐ PM to notify Seller of its termination of this Agreement due to Buyer's determination that the Property is unsuitable for its intended purpose ("Inspection Period"). In the event Buyer elects to terminate this Agreement, Buyer shall provide written notice of termination to Seller prior to the expiration of the Inspection Period. In the event Buyer provides said notice of termination, Seller and any Escrow Agent shall be obligated to return the Escrow Money to the Buyer as provided in Section V hereof, and neither party shall have any further rights or obligations under this Agreement. In the event Buyer does not submit written notice of termination prior to the expiration of the Inspection Period, the Buyer shall be deemed to be satisfied with its inspections of the Property and this contingency shall be deemed to be fulfilled. The Seller, at no expense, shall fully cooperate with Buyer in obtaining any and all approvals required from any Federal, State, or Local Government ("Governmental Approvals") necessary for Buyer to satisfy their needs during the Inspection Period for the suitability of the Property. Said Governmental Approvals shall be obtained during the Inspection Period unless the Parties agree otherwise. Any additional agreements related to this Section must be done in writing and attached to this Agreement.

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