Due Diligence Reviews Sample Clauses

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. 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. Except as expressly provided in paragraphs 4.E and 4.F below, 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 existing leasing, service contract, physical, environmental and compliance matters and conditions respecting the Property (other than title and survey matters which shall be governed by the provisions of paragraph 4.A above). In this connection, Buyer hereby acknowledges and agrees that the Purchase Price has been reduced to reflect Buyer's due diligence determinations with respect to the physical condition of the Improvements, including but not limited to, the condition of the roof and building HVAC systems. During the term of this Agreement, Seller shall continue to provide Buyer with reasonable access to the Property upon reasonable advance notice and Buyer shall have reasonable access to Seller's operating books and records for the Property (to the extent in Seller's possession and not previously delivered to Buyer). In connection with the foregoing, Buyer shall not cause damage, loss, cost or expense to Seller or the Property and shall not unreasonably interfere with or disturb any tenant at the Property, and Buyer will indemnify, defend, and hold the Property and Seller, its constituent partners and each of their officers, directors, employees, shareholders, partners, members, affiliates and agents harmless from and against any such damage, loss, cost or expense (the foregoing obligation surviving closing or any earlier termination of this Agreement). Without limitation on the foregoing, in no event shall Buyer conduct any intrusive physical testing (environmental, structural or otherwise) at the Property (such as soil borings, water samplings or the like) without Seller's express written consent, which consent may be withheld in Seller's sole and absolute discretion (and shall in all events promptly restore the Property to its prior condition and repair thereafter). Buyer shall have the right, in the ordinary course of business, to contact any tenant of the Property without Seller's express written consent and contact any governmental authority having jurisdiction over the Property without Seller's express written consent; provided, however, that (i) Buyer shall be obligated to keep Seller reasonably informed with respect to the subject matter of all such contacts, including, but not limited to promptly providing Sell...

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. 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.

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), and subject to the provisions hereinafter set forth, Buyer shall have until 5:00 p.m. (Eastern time) on the last day of 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 Hotels, including all permits, licenses, management agreements, service contracts, and all physical, environmental and compliance matters and conditions respecting the Properties. During the Due Diligence Period, each Seller shall provide Buyer with reasonable access to its Property (subject to Section 4.2.1) upon reasonable advance notice and shall also make available to Buyer (to the extent in such Seller’s, the Existing Manager’s or any of their Affiliates’ possession) copies of such Records (including providing Buyer with copies of each Sellers’ unaudited financial statements for the first nine months of calendar years 2004 and 2005) and other non-proprietary information relating to the operation of such Property as Buyer shall reasonably request, all upon reasonable advance notice. In no event, however, shall any 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. Except for title and survey matters (which shall be governed by the provisions of Article V above), and subject to the provisions hereinafter set forth, Buyer shall have until the expiration of 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 Properties, 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 Properties (the foregoing being collectively called the “Property Information”).