Due Diligence Reviews. Except for title and survey matters (which shall be governed by the provisions of Section 4.1 above), Purchaser shall have until 5:00 p.m. (Eastern time) on October 14, 2010, TIME BEING OF THE ESSENCE (the period of time commencing upon the date hereof and continuing through and including such time on such date being herein called the “Due Diligence Period”) within which to perform and complete all of Purchaser’s due diligence examinations, reviews and inspections of all matters pertaining to the purchase of the Property, including all leases and service contracts, and all physical, environmental and compliance matters and conditions respecting the Property (collectively, the “Investigations”), which Investigations shall at all times be subject to Purchaser’s compliance with the provisions of this Section 4.2. During the Due Diligence Period, Seller shall provide Purchaser with reasonable access to the Property upon reasonable advance notice and shall also make available to Purchaser, at the offices of Seller and/or the property manager of the Property, access to such leases, service contracts, and other contracts and agreements with respect to the Property in Seller’s possession as Purchaser shall reasonably request, all upon reasonable advance written notice; provided, however, in no event shall Seller be obligated to make available (1) any document or correspondence which would be subject to the attorney- client privilege; (2) any document or item which Seller is contractually or otherwise bound to keep confidential; (3) any documents pertaining to the marketing of the Property for sale to prospective purchasers; (4) any internal memoranda, reports or assessments relating to the Property; (5) appraisals of the Property whether prepared internally by Seller or Seller’s affiliates or externally; or (6) any documents which Seller considers confidential or proprietary. Any entry upon the Property and all Investigations shall be made or performed during Seller’s normal business hours and at the sole risk and expense of Purchaser, and shall not interfere with the activities on or about the Property of Seller, its tenants and their employees and invitees. Purchaser shall:
(a) promptly repair any damage to the Property resulting from any such Investigations and replace, refill and regrade any holes made in, or excavations of, any portion of the Property used for such Investigations so that the Property shall be in the same condition that it existed in prior to ...
Due Diligence Reviews. (a) The term "Defect" as used in this Section shall mean any of the following:
Due Diligence Reviews. The Purchaser shall, in its sole discretion, be satisfied with its business, accounting, sales, legal and real estate due diligence reviews referred to in Section 7.6 hereof.
Due Diligence Reviews. (a) Immediately upon execution of this Agreement, Buyer shall, to the extent it deems appropriate, conduct, at its sole cost, such title examination or investigation, and other examinations and investigations, as it may choose to conduct with respect to the Assets. Should, as a result of such examinations and investigations, or otherwise, matters come to Buyer's attention which would constitute "Defects" (as defined below), and should there be one or more of such Defects which Buyer is unwilling to waive and close the transaction contemplated hereby notwithstanding the fact that such Defects exist, Buyer shall notify Seller in writing of such Defects as soon as practicable, but in no event later than April 17, 1998 (herein called the Seller agrees that it shall promptly (within ten days of execution hereof) provide Buyer copies of historical financial data for the Properties for the years 1995, 1996 and 1997, and year-to-date information (including monthly and calendar quarter summaries within those periods), including but not limited to, lease operating statements and lease operating costs reports (detailed by property with related summaries), and shall allow Buyer's employees and representatives reasonable access upon prior written notice to supporting records, invoices and other source documents insofar as required to complete necessary audits and due diligence procedures, and shall reasonably cooperate with Buyer to enable Buyer to complete audits and due diligence on a timely basis, provided, however, that Seller shall provide only such data as it has in its possession and shall not be obligated to generate such data in any particular form or format.
Due Diligence Reviews. Prior to the Closing Date, Virata, on the one hand, and RSA Communications and Stockholder, on the other hand, directly or through their respective representatives, will provide each other with an opportunity to review the properties, books and records of the other party and its financial and legal condition to the extent the reviewing party deems necessary or advisable to familiarize itself with such properties and other matters; provided, however, -------- ------- that such review shall not affect the accuracy of the representations and warranties made in this Agreement or the remedies of any party for breaches of those representations and warranties. All information obtained pursuant to such due diligence examination shall be kept confidential and subject to the terms of this Agreement and the terms of the Mutual Nondisclosure Agreement, executed February 24, 1998, previously executed by Virata, RSA Communications and Stockholder.
Due Diligence Reviews. Buyer is familiar with the Land, its physical characteristics and its development entitlement status. Buyer is also familiar with the Contract Rights affecting the Property. Therefore, as further specified in Section 6.a. below, the Property is being acquired strictly on an “AS-IS, WHERE IS” basis without the need for due diligence investigation of a feasibility contingency for Buyer’s benefit.
Due Diligence Reviews. Except for title and survey matters (which shall be governed by the provisions of Section 4.1 above), Buyer shall have until 5:00 p.m. (Pacific time) on August 24, 2004 (the period beginning on the Effective Date and ending on such date being herein called the “Due Diligence Period”) within which to perform and complete all of Buyer’s due diligence examinations, reviews and inspections of all matters pertaining to the purchase of the Property, including all leases and service contracts, and all physical, environmental and compliance matters and conditions respecting the Property. During the Due Diligence Period, Seller shall provide Buyer with reasonable access to the Property upon reasonable advance notice and shall also make available to Buyer (to the extent in Seller’s possession) such leases and service contracts and other documents relating to the operation of the Property as Buyer shall reasonably request, all upon reasonable advance notice. In no event, however, shall Seller be obligated to make available any proprietary or confidential documents. Buyer shall promptly commence, and shall diligently and in good faith pursue, its due diligence review hereunder.
Due Diligence Reviews. Prior to the date hereof, Buyer has performed and completed all of Buyer’s due diligence examinations, reviews and inspections of all matters pertaining to the purchase of the Property, including all toxic, soils, engineering and environmental reports and all leases, license agreements and service contracts, sewer/water conditions, utilities service information, zoning information, access information, assessments and city fees, developmental conditions and approvals, operating expenses and legal, physical, environmental and compliance matters and conditions respecting the Property (the foregoing being collectively called the “Property Information”). Subject to Section 4.2.1, Seller shall provide Buyer and its actual and potential investors, lenders and assignees, and their respective representatives, attorneys, accountants, consultants, surveyors, title companies, agents, employees, contractors, appraisers, architects and engineers, with reasonable access to the Property upon reasonable advance notice and shall also make available for review and copying (at Buyer’s expense) copies of all documents, materials and other information relating to the Property Information in Seller’s possession, all upon reasonable advance notice. In no event, however, shall Seller be obligated to make available (x) any reports or studies that have been superseded by subsequent reports or studies; and (y) any of the following confidential and proprietary materials (“Excluded Materials”): (1) information contained in Seller’s financial analyses or projections; (2) material which is subject to attorney-client privilege or which is attorney work product; (3) appraisal reports or letters; (4) organizational agreements of Seller, its members, and their respective affiliates or any affiliates of Seller (and financial and other documents relating to Seller’s members and their respective affiliates); (5) material which Seller is legally required not to disclose other than by reason of legal requirements voluntarily assumed by Seller after the date hereof; or (6) the documents (the “Merger Documents”) governing the Merger, to the extent the same are not of public record.
Due Diligence Reviews. (i) During the period from the Execution Date through the Closing Date, Ampersand and Acquisition Sub shall be given the opportunity by AccuMed, at all reasonable times during normal business hours, to conduct a due diligence review of AccuMed and its business operations, which shall include but not be limited to, a review of all books and records and the opportunity to talk to such employees and contract counterparties as the parties shall reasonably agree upon, and, at the same time, AccuMed will be given the opportunity by Ampersand and Acquisition Sub to conduct a similar due diligence review of Ampersand and Acquisition Sub and their respective business operations.
(ii) In the event that Ampersand or Acquisition Sub, on the one hand, or AccuMed, on the other hand, should identify during the course of the due diligence review being conducted by it hereunder, any matter or matters that, alone or in the aggregate, may have a material adverse effect on the party that is the subject of such due diligence review, or such party's business, or such party's ability to satisfy its representations, warranties or covenants under this Agreement, or that would impair the ability of such party to consummate this Agreement or the transactions contemplated hereby, then the parties hereto shall discuss such matter in good faith and use their respective best efforts to negotiate a mutually satisfactory solution to any differences of opinion with respect to the materiality of such matter or matters and/or the effect that such matter or matters is likely to have with respect to the ability of the reviewed party or parties to consummate this Agreement and the transactions contemplated hereby in the manner anticipated by the parties hereto, provided that if the parties hereto are, after all such discussions and
Due Diligence Reviews. The Originator hereby agrees to the bound by the provisions of Section 5.05 of the Receivables Purchase Agreement with respect to Due Diligence Reviews with respect to the Originator, the Records in the possession or control of the Originator or its agents or Affiliates, the Originator’s officers, employees and independent public accountants and the Monthly Reports and Funding Reports. The Originator shall pay or reimburse the Buyer and the Administrative Agent and each Purchaser for its portion of all reasonable fees, costs and expenses, including those of auditors, consultants or other third parties or agents retained by the Administrative Agent or any Purchaser, incurred in connection with each Due Diligence Review promptly upon receipt of an invoice therefor; provided that, so long as no Termination Event shall have occurred and be continuing, the Originator shall not be required to reimburse the Purchasers for fees, costs and expenses in connection with more than one Due Diligence Review in any calendar year, unless the results of the immediately prior Due Diligence Review were materially incomplete or unsatisfactory in any material respect to the Administrative Agent or the Required Purchasers in their reasonable discretion.
